LOAN AGREEMENT


                                     BETWEEN


                                  IMMUCOR, INC.


                                       AND


                       WACHOVIA BANK, NATIONAL ASSOCIATION


                          DATED AS OF OCTOBER 27, 1998




<PAGE>







<TABLE>

                                TABLE OF CONTENTS


                                                                                                               Page
<S>                                                                                                             <C>
1. DEFINITIONS, TERMS AND REFERENCES..............................................................................1
   1.1   Certain Definitions......................................................................................1
   1.2   Use of Defined Terms....................................................................................11
   1.3   Accounting Terms........................................................................................11
   1.4   UCC Terms...............................................................................................11
   1.5   Terminology.............................................................................................11
   1.6   Exhibits................................................................................................11
2. FINANCING.....................................................................................................11
   2.1   Extensions of Credit....................................................................................11
     2.1.1      Line of Credit...................................................................................11
     2.1.2      Acquisition Term Loans...........................................................................12
     2.1.3      Additional Term Loans............................................................................12
   2.2   Interest and Other Charges..............................................................................13
     2.2.1      Interest at Applicable Rate......................................................................13
     2.2.2      Fees.............................................................................................16
     2.2.3      Capital Adequacy.................................................................................16
     2.2.4      Usury Savings Provisions.........................................................................16
     2.2.5      Margin Stock Savings Provisions..................................................................17
   2.3   General Provisions as to Payments.......................................................................17
     2.3.1      Method of Payment................................................................................17
     2.3.2      Application of Payment...........................................................................17
   2.4   Mandatory Term Loan Prepayments.........................................................................17
3. REPRESENTATIONS AND WARRANTIES................................................................................18
   3.1   Corporate Existence and Qualification...................................................................18
   3.2   Corporate Authority; Validity and Binding Effect........................................................18
   3.3   Incumbency and Authority of Signing Officer.............................................................18
   3.4   No Material Litigation..................................................................................18
   3.5   Taxes...................................................................................................18
   3.6   Capital Stock...........................................................................................18
   3.7   Corporate Organization..................................................................................18
   3.8   Insolvency..............................................................................................18
   3.9   Title...................................................................................................19
   3.10  Margin Stock............................................................................................19
   3.11  No Violations...........................................................................................19
   3.12  Financial Statements....................................................................................19
   3.13  Pollution and Environmental Control.....................................................................19
   3.14  Possession of Permits...................................................................................20
   3.15  Subsidiaries............................................................................................20
   3.16  Employee Benefit Plans..................................................................................20
   3.17  Year 2000 Plan..........................................................................................20
   3.18  Reaffirmation; Effect of the Acquisition................................................................20
4. AFFIRMATIVE COVENANTS.........................................................................................20
   4.1   Right to Inspect........................................................................................20
   4.2   Financial and Other Reporting...........................................................................20
     4.2.1      Borrower's Quarterly Statement...................................................................20
     4.2.2      Borrower's Annual Statement......................................................................21
     4.2.3      Management Letters, Etc..........................................................................21
     4.2.4      SEC Fillings and Press Releases..................................................................21
     4.2.5      Default Notices..................................................................................21
     4.2.6      Certificate of No Default........................................................................21
     4.2.7      Certain Required Notices.........................................................................22
     4.2.8      Other Documents or Information...................................................................22
   4.3   Payment of Taxes........................................................................................22
   4.4   Maintenance of Insurance................................................................................22
   4.5   Maintenance of Property.................................................................................22
   4.6   Preservation of Corporate Existence.....................................................................22
   4.7   Compliance With Laws....................................................................................23
   4.8   Year 2000 Plan..........................................................................................23
   4.9   Additional Loan Documents...............................................................................23
5. NEGATIVE COVENANTS............................................................................................23
   5.1   Liens...................................................................................................23
   5.2   Debt....................................................................................................23
   5.3   Contingent Liabilities..................................................................................24
   5.4   Dividends...............................................................................................24
   5.5   Redemptions.............................................................................................24
   5.6   Restricted Investments..................................................................................24
   5.7   Mergers.................................................................................................25
   5.8   Affiliate Transactions..................................................................................25
   5.9   Subsidiaries............................................................................................25
   5.10  Fiscal Year.............................................................................................25
   5.11  Disposition of Assets...................................................................................25
   5.12  Employee Benefit Plans..................................................................................25
   5.13  Excluded Subsidiaries...................................................................................25
6. FINANCIAL COVENANTS...........................................................................................26
   6.1   Fixed Charge Coverage Ratio.............................................................................26
   6.2   Funded Debt/EBITDA Ratio................................................................................26
   6.3   Leverage Ratio..........................................................................................26
   6.4   Liquidity Ratio.........................................................................................26
7. EVENTS OF DEFAULT.............................................................................................27
   7.1   Obligations.............................................................................................27
   7.2   Misrepresentations......................................................................................27
   7.3   Certain Covenants.......................................................................................27
   7.4   Certain Covenants.......................................................................................27
   7.5   Other Debts.............................................................................................27
   7.6   Voluntary Bankruptcy....................................................................................27
   7.7   Involuntary Bankruptcy..................................................................................27
   7.8   Judgments...............................................................................................28
   7.9   Material Adverse Effect.................................................................................28
   7.10  Change of Control.......................................................................................28
   7.11  Change in Management....................................................................................28
8. REMEDIES......................................................................................................28
   8.1   Acceleration of the Obligations.........................................................................29
   8.2   Default Rate............................................................................................29
   8.3   Other Remedies..........................................................................................29
   8.4   Set Off.................................................................................................29
9. MISCELLANEOUS.................................................................................................29
   9.1   Waiver..................................................................................................29
   9.2   Governing Law...........................................................................................29
   9.3   Survival................................................................................................29
   9.4   No Assignment by Borrower...............................................................................30
   9.5   Counterparts............................................................................................30
   9.6   Reimbursement...........................................................................................30
   9.7   Successors and Assigns..................................................................................30
   9.8   Severability............................................................................................30
   9.9   Notices.................................................................................................31
   9.10  Entire Agreement; Amendments............................................................................31
   9.11  Time of Essence.........................................................................................31
   9.12  Interpretation..........................................................................................31
   9.13  Lender Not a Joint Venturer.............................................................................31
   9.14  Jurisdiction............................................................................................31
   9.15  Acceptance..............................................................................................31
   9.16  Payment on Non-Business Day.............................................................................31
   9.17  Cure of Defaults by Lender..............................................................................32
   9.18  Recitals................................................................................................32
   9.19  Sole Benefit............................................................................................32
   9.20  Indemnification.........................................................................................32
   9.21  Jury Trial Waiver.......................................................................................33
10. CONDITIONS PRECEDENT.........................................................................................33
   10.1  Conditions to Initial Loans.............................................................................33
     10.1.1     Loan Documents...................................................................................33
     10.1.2     Consummation of the Tender Offer.................................................................33
     10.1.3     No Default.......................................................................................33
     10.1.4     Secretary's Certificate..........................................................................33
     10.1.5     Good Standing Certificates.......................................................................34
     10.1.6     Articles/By-Laws.................................................................................34
     10.1.7     Solvency Certificate.............................................................................34
     10.1.8     Opinion of Counsel...............................................................................34
     10.1.9     Telephone Instruction Letter.....................................................................34
     10.1.10    Disbursement Letter..............................................................................34
     10.1.11    Other............................................................................................34
   10.2  Conditions to Merger Loan...............................................................................34
   10.3  Conditions to all Loans.................................................................................34
     10.3.1     Representations and Warranties...................................................................35
     10.3.2     Material Adverse Effect..........................................................................35
     10.3.3     Default Condition or Event of Default............................................................35
     10.3.4     Actions or Proceedings...........................................................................35
     10.3.5     No Violation of Law..............................................................................35
</TABLE>



EXHIBIT A           -........Form of Master Note
EXHIBIT B           -........Form of Acquisition Term Note
EXHIBIT C           -........Form of Additional Term Note
EXHIBIT D-1         -........Form of Guaranty
EXHIBIT D-2         -........Form of Stock Pledge Agreement
EXHIBIT E           -........Form of Certificate Regarding Tender Offer Closing
EXHIBIT F           -........Form of Certificate of No Default
EXHIBIT G           -........Form of Secretary's Certificate (Borrower)
EXHIBIT H           -........Form of Secretary's Certificate (Guarantor)
EXHIBIT I           -........Form of Solvency Certificate
EXHIBIT J           -........Form of Opinion of Counsel
EXHIBIT K           -........Form of Telephone Instruction Letter
EXHIBIT L           -........Form of Disbursement Letter
EXHIBIT M           -........Form of Certificate Regarding Merger Closing

Schedule 3.4               -........Material Litigation
Schedule 3.15              -........Subsidiaries
Schedule 3.16              -........Employee Benefit Plans
Schedule 5.1               -........Existing Liens
Schedule 5.2               -........Existing Debt






<PAGE>



37

ATLLIB01  662450.7

                                 LOAN AGREEMENT


PREAMBLE.  THIS  AGREEMENT,  made,  entered into and effective as of October 27,
1998 by and  between  IMMUCOR,  INC.,  a Georgia  corporation  ("Borrower")  and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").


                              W I T N E S S E T H :


         WHEREAS,  Borrower has applied to Lender for  financing of the type or
 types more  particularly  described herein; and



         WHEREAS,   Lender  is  willing  to  extend  financing  to  Borrower  in
accordance  with the  terms  hereof  upon the  execution  of this  Agreement  by
Borrower,  compliance by Borrower  with all of the terms and  provisions of this
Agreement and  fulfillment of all conditions  precedent to Lender's  obligations
herein contained;


         NOW,  THEREFORE,  to induce Lender to extend the financing provided for
herein,  and for other good and  valuable  consideration,  the  sufficiency  and
receipt of all of which are acknowledged by Borrower,  Lender and Borrower agree
as follows:

         1.       DEFINITIONS, TERMS AND REFERENCES

                  1.1  Certain  Definitions.  In addition to such other terms as
elsewhere  defined herein,  as used in this Agreement or in any Exhibits hereto,
the following terms shall have the following meanings:

         "Acquisition"   shall  mean  the   acquisition  by  Borrower  or  Gamma
Acquisition  Subsidiary of all of the outstanding shares of the capital stock of
all classes of Gamma,  which Acquisition shall be consummated in accordance with
the  Acquisition  Documents  and Section  5.6 hereof by way of the Tender  Offer
followed by the Merger.


         "Acquisition  Documents"  shall mean Agreement and Plan of Merger dated
as of  September  21,  1998  among  Borrower,  Gamma and the  Gamma  Acquisition
Subsidiary,  the Stock Option  Agreement  dated as of September 21, 1998 between
Gamma and Borrower,  and the  Shareholders  Agreement  dated as of September 21,
1998 among Borrower,  the Gamma Acquisition  Subsidiary and certain shareholders
of Gamma.


         "Acquisition Term Loan Commitment Termination Date" shall mean the 90th
day after the Closing Date.


         "Acquisition  Term  Loans"  shall mean the term loans in the  aggregate
principal amount of $20,000,000 to be made by Lender to Borrower pursuant to the
provisions of Section 2.1.2.


         "Acquisition  Term Note" shall mean the term promissory  note, dated of
even date herewith,  as amended or supplemented from time to time, in the stated
principal  amount equal to the committed  amount of the  Acquisition  Term Loans
together  with any  renewals or  extensions  thereof,  in whole or in part.  The
Acquisition Term Note shall be substantially in the form of Exhibit B.


         "Additional Term Loan Commitment  Termination Date" shall mean December
31, 1999.


         "Additional  Term  Loans"  shall mean the term  loans in the  aggregate
principal  amount of up to $4,500,000 to be made by Lender to Borrower  pursuant
to the provisions of Section 2.1.3.


         "Additional  Term Note" shall mean the term promissory  note,  dated of
even date herewith,  as amended or supplemented from time to time, in the stated
principal  amount equal to the committed  amount of the  Additional  Term Loans,
together  with any  renewals or  extensions  thereof,  in whole or in part.  The
Additional Term Note shall be substantially in the form of Exhibit C.


         "Advance"  shall mean an advance of borrowed funds made by Lender to or
on behalf of Borrower under the Line of Credit.


         "Affiliate"  shall  mean,  with  respect  to  any  Person,  any  Person
Controlling,  Controlled  by or under  common  Control  with such  Person or any
director, officer or employee of such Person.


         "Agreement"  shall  mean this Loan  Agreement,  as it may be amended or
supplemented from time to time.


         "Applicable  Margin"  shall have the meaning given such term in Section
2.2(b).


         "Applicable Rate" shall mean the interest rate per annum payable on the
Obligations, as is defined and more particularly described in Section 2.2.1.


         "Bankruptcy  Code" shall mean Title 11 of the United States Code, as it
may be amended from time to time.


         "Borrower" shall have the meaning given to such term in the preamble to
this Agreement.


         "Borrowings" shall mean advances of borrowed funds made hereunder to or
on behalf of Borrower.


         "Business Day" shall mean a day on which Lender is open for the conduct
of banking  business  at its  principal  office in Atlanta,  Georgia;  provided,
however,  that for  purposes  of  determining  the timing of requests  for,  and
establishing  the  Applicable  Rate, on LIBOR  Borrowings,  "Business Day" shall
mean, additionally, any day on which dealings with United States Dollar deposits
are also being carried out by Lender in the London interbank Eurodollar market.


         "Capital  Expenditures"  shall mean all expenditures made in respect of
the cost of any fixed asset or  improvement,  or replacement,  substitution,  or
addition  thereto,  having a useful  life of more than one (1) year,  including,
without  limitation,  those  arising in  connection  with the direct or indirect
acquisition  of such assets by way of  increased  product or service  charges or
offset items or in connection with Capital Leases.


         "Capital  Lease" shall mean any lease of property  that,  in accordance
with GAAP, should be reflected as a liability on the balance sheet of a Person.


         "Closing  Date"  shall  mean the date on  which  all of the  conditions
precedent  specified  in  Section  10.1 are  fulfilled  (or waived in writing by
Lender) and the initial Loan or Loans are made hereunder.


         "Collateral"  shall  mean  any  property  of  any  Credit  Party  which
hereafter may secure any or all of the Obligations.


         "Consolidated  Subsidiaries"  shall mean those Subsidiaries of Borrower
(if any) existing from time to time which, for purposes of GAAP, are required to
be consolidated for financial reporting purposes.


         "Control",  "Controlled" or  "Controlling"  shall mean, with respect to
any Person,  the power to direct the  management  and  policies of such  Person,
directly,  indirectly,  whether  through the  ownership of voting  securities or
otherwise; provided, however, that, in any event, any Person which owns directly
or indirectly ten percent (10%) or more of the securities having ordinary voting
power for the election of directors or other  governing body of a corporation or
other entity shall be deemed to "Control"  such  corporation or other entity for
purposes of this Agreement.


         "Credit Parties" shall mean Borrower and its Subsidiaries.


         "Current  Liabilities"  shall mean,  with  respect to any  Person,  all
liabilities  which  should,  in  accordance  with GAAP, be classified as current
liabilities, and in any event shall include all Debt payable on demand or within
one year from any  determination  thereof  without any option on the part of the
obligor to extend or renew  beyond such year,  all accruals for federal or other
taxes  based on or measured  by income and  payable  within  such year,  and the
current  portion of any long-term Debt required to be paid by such Person within
one year, all as determined on a consolidated basis.


         "Debt" shall mean all  liabilities,  obligations and  indebtedness of a
Person, of any kind or nature,  whether now or hereafter owing,  arising, due or
payable, howsoever evidenced,  created, incurred, acquired or owing, and whether
primary, secondary, direct, contingent,  fixed or otherwise,  including, without
in any way  limiting  the  generality  of the  foregoing:  (i) all  obligations,
liabilities and indebtedness secured by any Lien on such Person's property, even
though  such  Person  shall not have  assumed or become  liable for the  payment
thereof;  (ii) all  obligations  or  liabilities  created or  arising  under any
Capital Lease,  conditional sale or other title retention  agreement;  (iii) all
accrued   pension  fund  and  other  employee   benefit  plan   obligations  and
liabilities;  (iv) all Guaranteed  Obligations;  (v) any  liabilities  under, or
associated with, interest rate protection  agreements;  (vi) all deferred taxes;
and (v) all reimbursement obligations with respect to letters of credit.


         "Default Condition" shall mean the occurrence of any event which, after
satisfaction  of any  requirement for the giving of notice or the lapse of time,
or both, would become an Event of Default.


         "Default  Rate"  shall mean that  interest  rate per annum equal to two
percent (2%) per annum in excess of the Applicable Rate otherwise payable on any
Obligation.


         "Distributions"  shall  mean,  with  respect  to any Person and for any
fiscal period, all dividends or other  distributions paid or made by such Person
during  such  period  with  respect to any class of its  capital  stock or other
equity interests (other than any such dividends or distributions  payable solely
in such stock or  interests)  together  with any and all other  payments made by
such Person  during such period to  purchase,  redeem or  otherwise  acquire for
value any shares of any class of its capital stock or other equity interests.


         "Domestic Subsidiary" shall mean any Subsidiary of Borrower which is 
not a Foreign Subsidiary.

         "EBITDA"  shall  mean,  with  respect  to any Person and for any fiscal
period, the sum (without  duplication) of such Person's (i) net income (or loss)
before interest and taxes,  plus (ii) to the extent deducted in determining such
net income (or  loss),  depreciation,  amortization  or other  similar  non-cash
charges, minus (iii) to the extent recognized in determining such net income (or
loss),  extraordinary  gains, minus (iv) to the extent recognized in determining
such net income (or loss),  non-operating  gains (including  without  limitation
currency gains), all as determined on a consolidated basis.


         "EBITDAR"  shall  mean,  with  respect to any Person and for any fiscal
period,  the sum of  such  Persons'  EBITDA  plus,  to the  extent  deducted  in
determining  such EBITDA,  such Person's rental expense,  all as determined on a
consolidated basis.


         "Employee Benefit Plan" shall mean any employee welfare benefit plan as
that term is defined in Section  3(1) of ERISA,  any  employee  pension  benefit
plan,  as that term is defined in Section  3(2) of ERISA or any other plan which
is subject to the provisions of Title IV of ERISA or which is for the benefit of
any employees of Borrower and any employees of any Subsidiary of Borrower or any
other  entity which is a member of a  controlled  group or under common  control
with Borrower, as such terms are defined in Section 4001(a)(14) of ERISA.


         "Environmental  Laws"  shall mean all  federal,  state and local  laws,
rules, regulations, ordinances, programs, permits, guidances, orders and consent
decrees relating to health,  safety and  environmental  matters,  whether now or
hereafter  existing,  including,  but not limited to state and federal superlien
and environmental cleanup laws and U.S. Department of Transportation regulations
and  any  other  state  or  local  law  or  regulation  relating  to  pollution,
reclamation,  or  protection  of the  environment,  including  laws  relating to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  or hazardous or toxic  materials  or wastes into air,  water,  or
land, or otherwise relating to the manufacture,  processing,  distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or hazardous or toxic materials or wastes.


         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.


         "Event of Default" shall mean any of the events or conditions described
in Article 7, provided that any requirement  specified therein for the giving of
notice or the lapse of time, or both, has been satisfied.


         "Excess Cash Flow" shall mean, without duplication, with respect to any
Fiscal Year of Borrower and its Consolidated Subsidiaries, the excess of (a) the
sum without duplication of (i) its consolidated net income for such Fiscal Year,
plus (ii) an amount equal to the amount of non-cash charges deducted in arriving
at such  consolidated net income,  plus (iii) decreases in consolidated  working
capital for such Fiscal  Year,  plus (iv) an amount equal to the  aggregate  net
non-cash loss on the sale,  lease,  transfer or other  disposition  of assets by
Borrower and its Consolidated  Subsidiaries  during such Fiscal Year (other than
sales of inventory in the ordinary course of business) to the extent deducted in
arriving at such consolidated net income,  over (b) the sum without  duplication
of (i) an  amount  equal to the  amount  of all  non-cash  credits  included  in
arriving  at such  consolidated  net  income,  plus  (ii) the  aggregate  amount
actually paid by Borrower and its Consolidated  Subsidiaries in cash during such
Fiscal Year on account of Capital  Expenditures  (excluding the principal amount
of any Debt  incurred  in  connection  with such  expenditures),  plus (iii) the
aggregate  amount of all payments or  prepayments  of the Term Loans made during
such  Fiscal  Year,  plus (iv)  increases  in  consolidated  working  capital of
Borrower and its  Consolidated  Subsidiaries  for such Fiscal Year,  plus (v) an
amount equal to the  aggregate  net-cash  gain on the sale,  lease,  transfer or
other disposition of assets by Borrower and its Consolidated Subsidiaries during
such Fiscal Cash Year (other than sales of inventory  in the ordinary  course of
business) to the extent  included in arriving at such  consolidated  net income,
all as determined on a consolidated basis in accordance with GAAP.


         "Excluded Subsidiaries" shall mean the Italian Subsidiary,  the Spanish
Subsidiary and the Portuguese Subsidiary.


         "Fiscal  Year",  in respect of a Person,  shall mean the fiscal year of
such Person  employed by such Person as of the Closing  Date,  and ending on May
31st of each  year in the case of  Borrower.  The  terms  "Fiscal  Quarter"  and
"Fiscal Month" shall correspond accordingly thereto.


         "Fixed Charge  Coverage  Ratio" shall mean,  with respect to any Person
and for any  fiscal  period,  the  ratio of (i) such  Person's  EBITDAR  for the
consecutive  12-month period ending with such period to (ii) such Person's Fixed
Charges for the  consecutive  12-month  period  ending with such period,  all as
determined on a consolidated basis.


         "Fixed  Charges"  shall  mean,  with  respect to any Person and for any
fiscal  period,  the sum  (without  duplication)  of such  Person's (i) interest
expense for such period,  plus (ii) rental  expense for such period,  plus (iii)
scheduled  payments of  principal  with  respect to its Debt during such period,
plus (iv) non-financed  Capital  Expenditures made during such period,  plus (v)
Distributions made during such period.


         "Foreign  Subsidiary"  shall mean any  Subsidiary of Borrower  which is
organized  or  incorporated  under the laws of any  jurisdiction  other than the
United States of America or any state, territory or possession thereof.


         "Funded Debt" shall mean, with respect to any Person,  all Debt of such
Person  evidenced  by  bonds,  debentures,  notes or other  similar  instruments
(including without limitation Capital Leases, banker's acceptances,  obligations
to reimburse,  but excluding  trade  accounts  payable  incurred in the ordinary
course of such Person's business).


         "Funded  Debt/EBITDA  Ratio" shall mean, with respect to any Person and
for any fiscal period,  the ratio of (i) such Person's Funded Debt as at the end
of such period to (ii) such Person's EBITDA for the consecutive  12-month period
ending with such period, all as determined on a consolidated basis.


         "GAAP" shall mean generally accepted accounting principles consistently
applied for the period or periods in question.


         "Gamma" shall mean Gamma Biologicals, Inc., a Texas corporation.


         "Gamma   Acquisition   Subsidiary"   shall   mean   Gamma   Acquisition
Corporation, a Texas corporation and a wholly-owned Subsidiary of Borrower.


         "Guaranteed  Obligations"  shall mean, with respect to any Person,  all
obligations of such Person which in any manner directly or indirectly  guarantee
or assure,  or in effect guarantee or assure,  the payment or performance of any
Debt of any other  Person or assure or in effect  assure  the holder of any such
Debt against loss in respect thereof.


         "Guarantor"  shall mean the Gamma  Acquisition  Subsidiary prior to the
consummation  of the Merger and Gamma  after the  consummation  of the Merger as
well as any other Subsidiary (if any) which executes a Guaranty.


         "Guaranty" shall mean the Guaranty  Agreement executed by any Guarantor
in favor of the  Lender,  as amended  or  supplemented  from time to time.  Each
Guaranty shall be in substantially the form of Exhibit D-1.


         "Interest Period" shall mean, in respect of LIBOR Borrowings,  a period
commencing  on the  date  of  such  borrowing  and  ending  on  the  numerically
corresponding  date in the  first  (1st),  second  (2nd)  or third  (3rd)  month
thereafter,  as Borrower may elect in the applicable notice of such borrowing to
be given pursuant to Section 2.2.1; provided,  however, that any Interest Period
which would otherwise end on a day which is not a Business Day shall be extended
to the next  succeeding  Business Day unless such  Business Day falls in another
calendar  month,  in which  case  such  Interest  Period  shall  end on the next
preceding  Business  Day,  and any  Interest  Period  which  begins  on the last
Business Day of a calendar  month (or on a day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the
last Business Day of the appropriate subsequent calendar month.


         "Interest  Rate  Determination  Date"  shall  mean in  respect of LIBOR
Borrowings,  two (2)  Business  Days  prior to the  first  day of each  Interest
Period.


         "Italian Subsidiary" shall mean Immucor Italia SRL, a company organized
under the laws of Italy.


         "Lender"  shall have the meaning  given to such term in the preamble to
this Agreement.


         "Leverage  Ratio"  shall mean,  with  respect to any Person and for any
fiscal period,  the ratio of (i) such Person's Funded Debt as at the end of such
fiscal period to (ii) the sum of such Person's Funded Debt plus its Net Worth as
at the end of such fiscal period, all as determined on a consolidated basis.


         "LIBOR  Borrowings"  shall mean those Borrowings which Borrower elects,
pursuant to Section  2.2.1,  to bear interest at a rate per annum  determined by
reference to the LIBOR Rate.


         "LIBOR  Rate" shall  mean,  with  respect to any  Interest  Period,  an
interest rate per annum computed by dividing:  (x) the rate per annum determined
by Lender  from time to time on the basis of the  offered  rate for  deposits in
United States dollars in the London interbank  borrowing market of amounts equal
to or  comparable  to the amount of the Loan (or portion  thereof) to which such
Interest Period relates  offered for a term comparable to such Interest  Period,
which rate  appears on the display  designated  as page  "3750" of the  Telerate
Service (or such other page as may replace  page "3750" of that  service or such
other  service  or  services  as  may  be  nominated  by  the  British  Bankers'
Association  for the purpose of displaying  London  interbank  offered rates for
United  States dollar  deposits) as of 11:00 a.m.,  London time, on the Interest
Rate Determination Date applicable to such Interest Period,  which rate shall be
rounded upward,  to the next higher 1/10,000 of 1%; provided,  however,  that if
more than one such offered rate appears on such page,  the offered rate shall be
deemed to be the arithmetic  average (rounded upward, if necessary,  to the next
higher of 1/100 of 1%) of such offered rates; by (y) the number 1 minus any then
applicable  percentage  (expressed as a decimal) which is in effect on such day,
as  prescribed by the Board of Governors of the Federal  Reserve  System (or its
successor) for determining  the maximum reserve  requirement for a member of the
Federal Reserve System in respect of  "Eurocurrency  liabilities"  (or any other
category  of  liabilities  which  includes  deposits by  reference  to which the
interest rate on such  Borrowings is determined or any category of extensions of
credit or other assets which  includes  loans by a non-United  States  office of
Lender  to  United  States   residents).   The  LIBOR  Rate  shall  be  adjusted
automatically  on and as of the effective  date of any change in the  percentage
described in the foregoing clause (y).


         "Lien" shall mean any deed to secure debt,  deed of trust,  mortgage or
similar  instrument,  and any lien,  security  interest,  or other  preferential
arrangement which has the practical effect of constituting a security  interest,
security title, pledge, charge, encumbrance or servitude of any kind, whether by
consensual  agreement  or by  operation  of statute or other  law,  and  whether
voluntary or involuntary, including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof.


         "Line of Credit"  shall refer to the line of credit opened by Lender in
favor of Borrower pursuant to the provisions of Section 2.1.1.


         "Line of Credit Limit" shall mean  $2,000,000,  subject to reduction by
Borrower pursuant to Section 2.1.1.


         "Liquid Assets" shall mean, with respect to any Person, all cash, trade
accounts  receivable,  and  inventories  of  such  Person  as  of  any  date  of
determination, all as calculated on a consolidated basis.


         "Liquidity  Ratio" shall mean, with respect to any Person and as of any
date of  determination,  the ratio of (a) its Liquid  Assets to (b) its  Current
Liabilities, all as determined on a consolidated basis.


         "Loan Documents" shall mean this Agreement, the Notes, the Stock Pledge
Agreement, any and all Guaranties, and any and all other documents, instruments,
certificates  and  agreements  executed  and/or  delivered  by  Borrower  or any
Guarantor in connection herewith, or any one, more, or all of the foregoing,  as
the context shall require.


         "Loans" shall mean the Advances under the Line of Credit  together with
the Acquisition Term Loans and the Additional Term Loans.


         "Master Note" shall mean the master promissory note, dated of even date
herewith,  as amended or supplemented  from time to time, in a stated  principal
amount equal to the Line of Credit Limit,  evidencing Advances to be obtained by
Borrower  under the Line of Credit,  together  with any  renewals or  extensions
thereof, in whole or in part. The Master Note shall be substantially in the form
of Exhibit A.


         "Material  Adverse  Effect" shall mean with respect to any event,  act,
condition or occurrence of whatever nature (including any adverse  determination
in any  litigation,  arbitration or governmental  investigation  or proceeding),
whether  singly or in conjunction  with any other event or events,  act or acts,
condition or conditions,  occurrence or occurrences,  whether or not related,  a
material  adverse  change in, or a material  adverse  effect upon any of (a) the
financial  condition,  operations,  business,  properties  or  prospects  of the
Borrower and its  Subsidiaries  taken as a whole, (b) the rights and remedies of
the Lender under any of the Loan Documents or the ability of any Credit Party to
perform its  obligations  under any of the Loan  Documents or (c) the  legality,
validity or enforceability of any of the Loan Documents.


         "Merger" shall mean the merger of the Gamma Acquisition Subsidiary with
and into Gamma in  accordance  with the  Acquisition  Documents  and Section 5.6
hereof with Gamma being the surviving corporation therefrom.


         "Net Worth"  shall mean,  with respect to any Person and as of any date
of determination  thereof, the book value of the assets of such Person minus (i)
any reserves applicable thereto, and minus (ii) all of such Person's liabilities
(including   accrued  and  deferred  income  taxes),  all  as  determined  on  a
consolidated basis.

         "Notes" shall mean, collectively, the Master Note, Acquisition Term 
Note and the Additional Term Note.

         "Obligations"  shall  mean any and all Debt of  Borrower  to Lender now
existing or hereafter arising under this Agreement,  any of the Notes, or any of
the  other  Loan  Documents  or as a  result  hereof  or  thereof,  whether  for
principal,   interest,  fee,  expenses  or  other  amounts,   including  without
limitation the Loans, and any extensions, renewals, increases,  modifications or
replacements of or for any of the foregoing in whole or in part.


         "Payment Dates" shall mean the first (1st) day of each of the months of
March,  June,  September and December in each  calendar  year,  commencing  with
December 1, 1998.


         "Permitted Encumbrances" shall mean (i) Liens for taxes not yet due and
payable  or being  actively  contested  as  permitted  by this  Agreement;  (ii)
carriers',  warehousemen's mechanics,  materialmen's,  repairmen's or other like
Liens arising in the ordinary  course of business,  payment for which is not yet
due or which are being  actively  contested  in good  faith and by  appropriate,
lawful  proceedings,  but only if such  Liens  are and  remain  junior  to Liens
granted in favor of  Lender;  (iii)  pledges  or  deposits  in  connection  with
worker's   compensation,   unemployment  insurance  and  other  social  security
legislation;  (iv)  deposits to secure the  performance  of  utilities,  leases,
statutory  obligations  and surety and appeal bonds and other  obligations  of a
like nature arising by statute or under  customary  terms  regarding  depository
relationships  on  deposits  held  by  financial   institutions  with  whom  the
applicable  Credit  Party  has  a  banker-customer  relationship;   (v)  typical
restrictions  imposed by licenses and leases of software (including location and
transfer restrictions);  (vi) Liens existing on the date hereof and disclosed on
Schedule 5.1; and (vii) Liens in favor of Lender.


         "Person" shall mean any individual,  partnership,  corporation, limited
liability company, joint venture, joint stock company, trust,  governmental unit
or other entity.


         "Portuguese  Subsidiary"  shall mean Immucor  Portugal,  Lda, a company
organized under the laws of Portugal.


         "Prime  Borrowings"  shall mean those Borrowings which Borrower elects,
pursuant to Section  2.2.1,  to bear interest at a rate per annum  determined by
reference to the Prime Rate.


         "Prime Rate" refers to that  interest  rate so  denominated  and set by
Lender from time to time as an  interest  rate basis for  borrowings.  The Prime
Rate is but one of several interest rate bases used by Lender.
Lender extends credit at interest rates above and below the Prime Rate.


         "Principal Officers" shall mean Edward L. Gallup, Ralph A. Eatz and 
Steven C. Ramsey.

         "Purchase  Money Lien"  shall mean any Lien  granted by Borrower or any
Subsidiary  from time to time to vendors or financers of equipment to secure the
payment of the purchase  price  thereof so long as (i) such Liens extend only to
the specific  equipment so  purchased,  (ii) secure only such  deferred  payment
obligation and related  interest,  fees and charges and no other Debt, and (iii)
are  promptly  released  upon the  payment  in full of such  purchase  price and
related interest, fees and charges.


         "Restricted  Investment"  shall  mean  any  investment  in  cash  or by
delivery  of  property  to  any  Person,   whether  by   acquisition  of  stock,
indebtedness  or other  obligation or security,  or by loan,  advance or capital
contribution,  or otherwise,  or in any property,  or the  acquisition of all or
substantially  all  of  the  assets  of  any  Person,  except  that  investments
consisting of or acquisitions of the following shall not constitute  "Restricted
Investments":  (i)  property  used  or to be  used  in the  ordinary  course  of
business; (ii) current assets arising from the sale of goods or the provision of
services  in the  ordinary  course of  business;  and (iii) loans or advances to
employees  for salary,  commissions,  travel or the like,  made in the  ordinary
course of business.


         "Stock Pledge  Agreement"  shall mean,  collectively,  the Stock Pledge
Agreement, dated as of the date hereof, executed by Borrower in favor of Lender,
as  amended  or  supplemented  from  time to time  and any  other  stock  pledge
agreement  executed  by any Credit  Party in favor of Lender.  The Stock  Pledge
Agreement shall be in substantially the form of Exhibit D-2;  provided,  however
that the Stock Pledge Agreement covering the shares of Immucor GmbH shall not be
in the form of Exhibit D-2 but shall be in form and  substance  satisfactory  to
Lender.


         "Spanish  Subsidiary"  shall mean  Immucor,  S.L., a company  organized
under the laws of Spain.


         "Subsidiary" shall mean any corporation, partnership, limited liability
company, business association or other entity  (including any Subsidiary of any 
of the foregoing)of which Borrower owns,  directly or indirectly,  fifty percent
(50%) or more ofthe  capital  stock or other  equity  interests  having  
ordinary  power for theelection of directors or others performing similar 
functions.

         "Tender  Offer"  shall  mean the Gamma  Acquisition  Subsidiary's  cash
tender  offer to acquire all of the  outstanding  shares of the common  stock of
Gamma on the Closing Date at the price of $5.40 net per share in accordance with
the Acquisition Documents and Section 5.6 hereof.


         "Term Loans" shall mean the  Acquisition  Term Loans and the Additional
Term Loans.


         "Termination  Date" shall mean the  earliest to occur of the  following
dates: (i) the date on which,  pursuant to Section 8, Lender terminates the Line
of Credit (or the Line of Credit is deemed automatically  terminated) subsequent
to the occurrence of an Event of Default;  (ii) the effective date of Borrower's
irrevocable  termination  of the Line of Credit  pursuant to Section  2.1.1;  or
(iii) the date which is three (3) years after the Closing Date.


         "UCC" shall mean the Uniform  Commercial Code as in effect in the State
of Georgia from time to time.


         "Year 2000  Compliant  and Ready"  shall mean that the Credit  Parties'
computer  hardware  and software  systems  with respect to the  operation of its
business  and their  general  business  plan will:  (i) handle date  information
involving  any and all dates  before,  during  and/or  after  January  1,  2000,
including accepting input,  providing output and performing date calculations in
whole  or in part;  (ii)  operate,  accurately  without  interruption  on and in
respect of any and all dates  before,  during  and/or after  January 1, 2000 and
without any change in  performance;  (iii) respond to and process two digit year
input  without  creating any  ambiguity  as to the  century;  and (iv) store and
provide date input information without creating any ambiguity as to the century.


         "Y2K Plan" shall have the meaning given such term in Section 3.17.

                  1.2 Use of Defined Terms.  All terms defined in this Agreement
and the Exhibits  thereto shall have the same defined  meanings when used in any
other Loan  Documents,  unless  otherwise  defined  therein or the context shall
require otherwise.

                  1.3 Accounting  Terms.  All accounting  terms not specifically
defined herein shall have the meanings generally  attributed to such terms under
GAAP.

                  1.4 UCC Terms.  All other  undefined  terms shall,  unless the
context  indicates  otherwise,  have the meanings provided for by the UCC to the
extent the same are used or defined therein.

                  1.5 Terminology. All personal pronouns used in this Agreement,
whether used in the  masculine,  feminine or neuter  gender,  shall  include all
other  genders;  the  singular  shall  include the plural,  and the plural shall
include the singular.  Titles of Articles and Sections in this Agreement are for
convenience  only,  and  neither  limit  nor  amplify  the  provisions  of  this
Agreement,  and  all  references  in  this  Agreement  to  Articles,   Sections,
Subsections,  paragraphs,  clauses,  subclauses,  Exhibits or Supplements  shall
refer to the corresponding  Article,  Section,  Subsection,  paragraph,  clause,
subclause  of, or Exhibit or  Supplement  attached  to, this  Agreement,  unless
specific  reference is made to the articles,  sections or other subdivisions of,
or Exhibit or Supplement  to, another  document or instrument.  Wherever in this
Agreement  reference is made to any  instrument,  agreement  or other  document,
including,  without limitation,  any of the Loan Documents, such reference shall
be understood to mean and include any and all amendments or supplements  thereto
or modifications,  restatements,  replacements,  renewals or extensions thereof.
Wherever in this  Agreement  reference  is made to any statute,  such  reference
shall be understood to mean and include any and all  amendments  thereof and all
regulations  promulgated pursuant thereto.  Whenever any matter set forth herein
or in any Loan Document is to be consented to or satisfactory  to Lender,  or is
to be  determined,  calculated  or approved by Lender,  then,  unless  otherwise
expressly  set  forth  herein  or in  any  such  Loan  Document,  such  consent,
satisfaction,  determination,  calculation or approval shall be in Lender's sole
discretion,   exercised  in  good  faith  and,  where  required  by  law,  in  a
commercially reasonable manner, and shall be conclusive absent manifest error.

                  1.6 Exhibits.  All Exhibits  attached  hereto are by reference
made a part hereof.

         2.       FINANCING

                  2.1      Extensions of Credit.


                         2.1.1....Line of Credit.  
Subject to the terms and  conditions of this Agreement,  Lender
agrees to open the Line of  Credit  in favor of  Borrower  so that,  during  the
period  from the  Closing  Date to, but not  including,  the  Termination  Date,
Borrower  may borrow,  repay and  reborrow  Advances  up to a maximum  aggregate
principal  amount  outstanding at any one time equal to the Line of Credit Limit
as then in effect. All proceeds so obtained under the Line of Credit may be used
by  Borrower  for working  capital in such  manner as Borrower  may elect in the
ordinary course of its business operations. The Debts arising from Advances made
to or on behalf of Borrower  under the Line of Credit  shall be evidenced by the
Master Note,  which shall be executed by Borrower and delivered to Lender on the
Closing Date. The outstanding  principal amount of the Master Note may fluctuate
from time to time, but shall be due and payable in full on the Termination Date,
and each Advance  thereunder  shall bear  interest from the date of such Advance
until paid in full at the Applicable Rate,  calculated and payable in the manner
described in Section 2.2.1.  Subject to any contrary provisions of Section 2.2.1
in  respect  of LIBOR  Borrowings,  Borrower  shall  have the  option to request
Advances  under the Line of Credit by  telephone  or in a writing  delivered  to
Lender  not later than 11:00  a.m.  (Atlanta,  Georgia  time) on the date of the
requested  Advance;  provided,  however,  that any  telephone  request  shall be
confirmed  in  a  writing  not  later  than  the  Business  Day   following  the
disbursement of the requested  Advance.  Borrower may, on not less than five (5)
Business Days prior written notice to Lender,  irrevocably terminate the Line of
Credit or irrevocably  reduce the amount of the Line of Credit Limit, but in the
case of any such reduction  Borrower shall prepay the Advances to the extent the
aggregate  outstanding  principal balance thereof exceeds the amount of the Line
of Credit Limit as so reduced.


                           2.1.2. Acquisition  Term Loans.
During the period   from the Closing  Date  through the
Acquisition Term Loan Commitment  Termination Date, and subject to the terms and
conditions of this Agreement,  Lender agrees to make the Acquisition  Term Loans
to Borrower, the proceeds from which shall be used by Borrower solely to finance
the  Acquisition  and to pay  related  fees and  expenses.  Lender's  commitment
hereunder to make  Acquisition Term Loans shall be reduced by the amount of each
Borrowing  thereof.  The  Acquisition  Term  Loans  shall  be  advanced  in  two
Borrowings,  the first of which  shall be made on the date of the closing of the
Tender  Offer and shall be in an amount not to exceed the amount  required to be
paid by the Gamma Acquisition  Subsidiary in connection  therewith together with
related fees and expenses,  and the second of which shall be made on the date of
the  closing  of the  Merger  and shall be in an amount not to exceed the amount
required to be paid by Gamma (as the surviving  corporation  from the Merger) in
connection  therewith  together with related expenses and fees. The Debt arising
from  the  making  of the  Acquisition  Term  Loans  shall be  evidenced  by the
Acquisition  Term Note,  which shall be executed by Borrower  and  delivered  to
Lender on the Closing Date. The principal  amount of the Acquisition  Term Loans
shall be repaid by Borrower in installments as provided in the Acquisition  Term
Note.  In any  event on March 1,  2005,  the  unpaid  principal  balance  of the
Acquisition  Term Loans  together with all accrued but unpaid  interest  thereon
shall be due and payable in full. The Acquisition Term Loans shall bear interest
at the  Applicable  Rate,  calculated  and  payable in the manner  described  in
Section 2.2.1, from the date thereof on the unpaid principal amount thereof from
time to time outstanding. The Acquisition Term Loans may be prepaid, in whole or
in part,  by  Borrower  at any time or from  time to time  hereafter;  provided,
however,  that any partial  prepayment  of the  Acquisition  Term Loans shall be
applied  by Lender  in the  inverse  order of the  maturities  of the  principal
installments of the Acquisition Term Loans then remaining to be paid.


                           2.1.3....Additional  Term Loans.  
During the period from the  Closing  Date  through the 
Additional Term Loan Commitment  Termination  Date, and subject to the terms and
conditions of this Agreement, Lender agrees to make the Additional Term Loans to
Borrower,  the proceeds of which shall be used by Borrower solely to finance its
repurchase  from time to time of  shares of its  common  stock as  permitted  by
Section 5.5 hereof and to finance its repurchase of the  distribution  rights of
its Canadian and Belgian  distributors.  Lender's  commitment  hereunder to make
Additional Term Loans shall be reduced by the amount of each Borrowing  thereof.
The Debt arising from the making of the Additional Term Loans shall be evidenced
by the Additional  Term Note,  which shall be executed by Borrower and delivered
to Lender on the Closing Date. The principal amount of the Additional Term Loans
shall be repaid by the Borrower in  installments  as provided in the  Additional
Term Note. In any event on March 1, 2004,  the unpaid  principal  balance of the
Additional  Term Loans  together  with all accrued but unpaid  interest  thereon
shall be due and payable in full. The Additional  Term Loans shall bear interest
at the  Applicable  Rate,  calculated  and  payable in the manner  described  in
Section 2.2.1, from the date thereof on the unpaid principal amount thereof from
time to time outstanding.  The Additional Term Loans may be prepaid, in whole or
in part,  by  Borrower  at any time or from  time to time  hereafter;  provided,
however,  that any  partial  prepayment  of the  Additional  Term Loans shall be
applied  by Lender  in the  inverse  order of the  maturities  of the  principal
installments of the Additional Term Loans then remaining to be paid.

                  2.2      Interest and Other Charges.

                           2.2.1....Interest at Applicable  Rate.  
                                    
Lender and  Borrower  agree that the interest  ratepayable  on each Loan (herein
called the "Applicable Rate") shall be determined as follows:


                           (a)......Initial  Rate.  
The  outstanding  principal  balance  of  each  Loan,  or  each 
outstanding  portion thereof,  shall bear interest initially at a rate per annum
equal to either:  (i) the Prime Rate in the case of that portion of such Loan at
any time  constituting  a Prime  Borrowing or (ii) subject to the conditions and
limitations  set  forth  in  subsection  (c)  below,  the  LIBOR  Rate  plus the
Applicable  Margin  in the  case  of that  portion  of  such  Loan  at any  time
constituting a LIBOR Borrowing; subject, however, in each case, to adjustment as
provided in subsection (b) below.


                           (b)......Applicable  Margin.  
The "Applicable  Margin" shall mean as of the Closing Date                      
a rate per annum equal to one  hundred  twenty  basis  points  (1.20%),  and the
Applicable Margin shall be subject to subsequent  adjustment,  up or down, based
on  Borrower's  financial  performance,  determined  by  reference to the Funded
Debt/EBITDA Ratio, measured quarterly; that is, if the Funded Debt/EBITDA Ratio,
measured for each Fiscal Quarter of Borrower, commencing with the Fiscal Quarter
ending closest to, but occurring after, the Closing Date, is as described below,
the Applicable Margin shall be the interest rate appearing  opposite said Funded
Debt/EBITDA Ratio:





                              Funded Debt/EBITDA Ratio
                                                              Applicable Margin
                                 <2.0:1.0                             0.50%


                                 <2.5:1.0 but
                                 =>2.0:1.0                            0.75%


                                 <3.0:1.0 but
                                 =>2.5:1.0                            1.00%


                                 <3.5:1.0 but
                                 =>3.0:1.0                            1.20%

                                 =>3.5:1.0                            1.40%




Lender shall determine  whether any adjustment to the Applicable Margin is to be
made quarterly, based on Borrower's financial statements for each Fiscal Quarter
delivered to Lender  pursuant to Section 4.2;  provided  that if such  financial
statements  are not  timely  delivered  to  Lender,  then an  adjustment  to the
Applicable  Margin shall be made based on an assumed  delivery of said financial
statements  reflecting  a Funded  Debt/EBITDA  Ratio of greater than or equal to
3.5:1.0;  provided  further  if  any  Default  Condition  shall  then  exist  no
adjustment  downward shall occur.  Each such adjustment to the Applicable Margin
shall become  effective as of the first day of the calendar month  following the
date on which such financial  statements are delivered (or deemed  delivered) to
Lender,  and shall remain effective  unless and until any subsequent  adjustment
becomes effective in accordance with the terms of this subsection (b). Each such
adjustment shall apply only to LIBOR Borrowings made (including  conversions and
continuations)  within such period (but not to any then existing).  In the event
that the annual audit financial statements of Borrower for any Fiscal Year shall
require  restatement  of financial  statements of Borrower and such  restatement
shall effect the Funded  Debt/EBITDA  Ratio and would have  required a different
Applicable  Margin for LIBOR Borrowings to be in effect for prior periods,  then
Lender at its  option,  may  require  Borrower  to make  additional  payments of
interest for such prior periods.


                     (c)......Conditions and  Limitations  on LIBOR  Borrowings.
All  Borrowings  obtained  onthe  Closing  Date  and for a period  of three  (3)
Business Days thereafter shall be Prime Borrowings.  Thereafter,  Borrower shall
have  the  continuing  right,  provided  that no  Event of  Default  or  Default
Condition  exists,  to obtain LIBOR Borrowings or to convert Prime Borrowings to
LIBOR Borrowings; subject, however, to the following conditions and limitations:
(i) Borrower must request a LIBOR  Borrowing,  specifying the amount thereof and
the applicable  Interest Period,  at least three (3) Business Days in advance of
the intended  borrowing date; (ii) no more than three (3) LIBOR Borrowings under
each of the Line of Credit,  the Acquisition  Term Loans and the Additional Term
Loans may be obtained at any time;  (iii)  LIBOR  Borrowings  must be in minimum
amounts of Five  Hundred  Thousand  Dollars  ($500,000),  or integral  multiples
thereof, (iv) the Interest Period for LIBOR Borrowings in respect of the Line of
Credit shall not exceed the Termination  Date; (v) the Interest Periods for, and
aggregate  amount of, LIBOR  Borrowings in respect of the Acquisition Term Loans
or the  Additional  Term Loans must be  consistent  with,  and not  exceed,  the
scheduled  principal  amortization  thereof; or (vi) if on or prior to the first
day of any Interest  Period,  Lender  determines  that deposits in United States
Dollars (in the applicable amounts) are not being offered in the relevant market
for such Interest  Period or that the LIBOR Rate will not  adequately and fairly
reflect the cost to Lender of funding any relevant  borrowings for such Interest
Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon,
until  Lender  notifies  Borrower  that the  circumstances  giving  rise to such
suspension no longer exist,  the  obligation of Lender to make LIBOR  Borrowings
available  to Borrower  shall be  suspended;  (vii) if, at any time, a change of
law,  or  compliance  by Lender with any  request or  directive  (whether or not
having the force of law) of any governmental authority shall make it unlawful or
impracticable  for  Lender  to  make  available,  maintain  or  fund  any  LIBOR
Borrowings,  Lender  shall  forthwith  give notice to such  effect to  Borrower,
whereupon,  until Lender notifies Borrower that the circumstances giving rise to
such  suspension  no  longer  exist,  the  obligation  of  Lender  to make  such
Borrowings  available  to  Borrower  shall  be  suspended  and if  Lender  shall
determine  that it may not  lawfully  continue  to  maintain  and  fund any then
outstanding  Borrowings  to maturity and shall so specify in such  notice,  each
Borrowing  so  affected  shall  be  converted  to a  Prime  Borrowing  effective
immediately;  (viii)  unless  Borrower has timely given Lender a notice of LIBOR
Borrowing required hereinabove, a LIBOR Borrowing shall automatically convert to
a  Prime  Borrowing  at the  expiration  of the  Interest  Period  corresponding
thereto;  (ix) no voluntary prepayment of any LIBOR Borrowing shall be permitted
unless Lender has given its written consent thereto; and (x) upon the request of
Lender,  delivered  to  Borrower,  Borrower  shall pay to Lender  such amount or
amounts  as shall be  determined  by  Lender  in  connection  with the  relevant
Interest  Period as a result of:  (A) any  payment  or  prepayment  of any LIBOR
Borrowing  by Borrower  on a date other than the last day of an Interest  Period
for such  Borrowing,  whether  as a result of  voluntary  prepayment,  mandatory
prepayment,  involuntary  acceleration  or otherwise;  or (B) any failure by the
Borrower to undertake  any such LIBOR  Borrowing on the date for which notice of
such  Borrowing is specified  by Borrower.  In the case of clause (x),  such sum
shall include, without limitation, an amount equal to the excess, if any, of the
amount of interest  which would have accrued on the amount so paid or prepaid or
not prepaid or borrowed for the period from the date of such payment, prepayment
or  failure  to prepay or  borrow to the last day of the then  current  Interest
Period for such Borrowing (or, in the case of a failure to prepay or borrow, the
Interest  Period for such  Borrowing  which would have  commenced on the date of
such  failure to prepay or borrow) at the  applicable  rate of interest for such
Borrowing  provided  for herein over the amount of interest  (as  determined  by
Lender in the reasonable  exercise of its discretion)  Lender would have paid on
deposits in United States Dollars of comparable  amounts having terms comparable
to such period placed with it by leading banks in the London interbank market.


                           (d)......Payment  of  Interest.   
Accrued interest on each Prime Borrowing at the Applicable Rate shall be due and
payable  quarterly in arrears,  on each Payment Date.  Accrued  interest on each
LIBOR  Borrowing  shall be due and  payable at the  Applicable  Rate on the same
dates as are prescribed for the payment of accrued interest on Prime Borrowings,
and,  additionally,  at the expiration of each Interest Period  corresponding to
such Borrowing.


                           (e)......Calculation   of  Interest  and  Fees.  
Interest on each  Borrowing at the  Applicable  Rate (and any fees  described in
Section 2.2.2 computed on a per annum basis) shall be calculated on the basis of
a 360-day  year and  actual  days  elapsed.  The  Applicable  Rate on each Prime
Borrowing  shall change with each change in the Prime Rate,  effective as of the
opening of business on the Business Day of such change.


                           (f)......Charging  Interest  and Fees.  
Accrued  and  unpaid  interest  on any  Borrowings  (and  any  outstanding  fees
described  in Section  2.2.2) may,  when due and payable,  be paid,  at Lender's
option  (without  any  obligation  to do so), by Lender's  charging  the Line of
Credit for an Advance in the amount thereof.


                           (g)......Rate on Other  Obligations.  
To the extent that, at any time, there are other  Obligations  besides the Loans
which are  outstanding  and  unpaid,  such  Obligations  shall,  unless any Note
evidencing such Obligations  provides otherwise,  bear interest at the same rate
per annum as is then and thereafter  payable on Prime  Borrowings under the Line
of Credit.


                           2.2.2....Fees. 
In addition to the payment of interest at the  Applicable  Rate,  Borrower shall
also be obligated to pay Lender the following fees:

                           (a) Loan  Origination  Fee. 
On the Closing  Date,  
Borrower  shall pay to Lender a fully
earned, non-refundable loan origination fee of $39,750.


                           (b)......Non-Usage Fee.  
As additional  compensation  for Lender's making the Line of Credit available to
Borrower,  Borrower shall pay Lender, in arrears,  on each Payment Date prior to
the  Termination  Date as  well  as on the  Termination  Date,  a fully  earned,
non-refundable  fee for Borrower's  non-use of available funds under the Line of
Credit  in an amount  equal to  one-quarter  of one  percent  (0.25%)  per annum
(calculated  on the basis of a 360-day  year for  actual  days  elapsed)  of the
difference  between  (x) the Line of Credit  Limit  then in  effect  and (i) the
average  for the  consecutive  3-month  period  ending  on the  day  immediately
preceding  such  Payment  Date of the daily  closing  balances of the  aggregate
Advances outstanding under the Line of Credit during such period.


                           2.2.3....Capital  Adequacy.  
If,  after the  Closing  Date,  the  adoption  of any  applicable  law,  rule or
regulation  regarding capital adequacy,  or any change therein, or any change in
the  interpretation  or  administration  thereof by any governmental  authority,
central bank or comparable agency charged with the  administration  thereof,  or
compliance by Lender with any request or directive  regarding  capital  adequacy
(whether or not having the force of law) of any such authority,  central bank or
comparable  agency,  affects or might  affect the amount of capital  required or
expected to be maintained by Lender or any  corporation in control of Lender and
Lender  determines that the amount of such capital is increased by or based upon
Lender's obligations hereunder,  then from time to time, within thirty (30) days
after demand by Lender,  Borrower shall pay to Lender such additional  amount or
amounts as will compensate Lender in light of such circumstances,  to the extent
that Lender  reasonably  determines  such  increase in capital is  allocable  to
Lender's obligations hereunder, and such payment, as and when received, shall be
applied by Lender in reimbursement of Lender's increased costs in regard to such
obligations.


                           2.2.4....Usury Savings  Provisions.  
Lender and Borrower  hereby further agree that the only charge imposed by Lender
upon  Borrower for the use of money in  connection  herewith is and shall be the
interest  expressed in the Notes at the rate set forth in each of the Notes, and
that all other charges  imposed by Lender upon Borrower in connection  herewith,
are and shall be deemed to be charges made to compensate Lender for underwriting
and  administrative  services and costs,  and other services and costs performed
and incurred, and to be performed and incurred, by Lender in connection with the
Borrowings, and shall under no circumstances be deemed to be charges for the use
of money.  In no  contingency  or event  whatsoever  shall the  aggregate of all
amounts  deemed  interest  hereunder or under the Notes and charged or collected
pursuant to the terms of this  Agreement  or  pursuant  to the Notes  exceed the
highest rate permissible  under any law which a court of competent  jurisdiction
shall, in a final determination,  deem applicable hereto. In the event that such
a court  determines  that Lender has charged or received  interest  hereunder in
excess  of the  highest  applicable  rate,  the rate in effect  hereunder  shall
automatically  be reduced to the maximum rate  permitted by  applicable  law and
Lender shall  promptly  refund to Borrower  any  interest  received by Lender in
excess of the maximum  lawful rate or, if so requested by Borrower,  shall apply
such excess to the principal balance of the Obligations. It is the intent hereof
that  Borrower  not pay or  contract  to pay,  and that  Lender  not  receive or
contract to receive,  directly or indirectly in any manner whatsoever,  interest
in excess of that which may be paid by Borrower under applicable law.

                           2.2.5....Margin Stock  Savings  Provisions.  
It is the express  intent and  agreement of Borrower and Lender that none of the
transactions  contemplated by this Agreement  (including  without limitation the
use  of  the  proceeds  of the  Loans)  violate  any  applicable  provisions  of
Regulation U or X of the Federal Reserve Board.  Lender,  in good faith, has not
relied  on any  "margin  stock"  (as  such  term  is  defined  in the  aforesaid
Regulation  U) of any  Credit  Party as direct or  indirect  collateral  for the
Loans.  Nothing in this Agreement  (including  without limitation Section 5.9 or
5.11 hereof) shall in any way limit any Credit Party's right to sell,  transfer,
encumber or otherwise  dispose of any "margin  stock" of any Credit Party if and
for so long as any of the Loans which  constitutes  "purpose credit" (as defined
in the aforesaid Regulation U) are outstanding.

                  2.3      General Provisions as to Payments.

                           2.3.1....Method of  Payment.  
Unless paid in accordance with Section 2.2.1(f), all payments of interest,  fees
and  principal  pursuant to this  Agreement  must be received by Lender no later
than 2:00 p.m. (Atlanta, Georgia time) on the date when due, in Federal or other
funds immediately available to Lender in Atlanta, Georgia.


                           2.3.2....Application  of Payment. 
Except as may be  otherwise  agreed to by  Borrower  and  Lender,  all  payments
received by Lender  hereunder  shall be  applied,  in  accordance  with the then
current billing  statement  applicable to the Loans,  first to accrued interest,
then to fees,  and then to principal.  In the event more than one Loans shall be
outstanding  hereunder,  Lender in its sole discretion may determine which Loans
each  payment  shall be applied  to.  Notwithstanding  the  foregoing,  upon the
occurrence of a Default Condition or Event of Default, payments shall be applied
as determined by Lender in its sole discretion.


                  2.4  Mandatory  Term Loan  Prepayments.  So long as any of the
Term Loans are outstanding and unpaid,  on the earlier of the date which is five
(5)  Business  Days  after  (a) the  date on  which  Borrower's  annual  audited
financial  statements for the  immediately  preceding  Fiscal Year are delivered
pursuant  to Section 4.2  hereof,  or (b) the date on which such annual  audited
financial  statements  were  required  to be  delivered  pursuant to Section 4.2
hereof, Borrower shall prepay the Term Loans in an amount equal to fifty percent
(50%) of Borrower's  Excess Cash Flow as determined on a consolidated  basis for
such   immediately   preceding  Fiscal  Year.  Each  such  prepayment  shall  be
accompanied  by a  certificate  signed by  Borrower's  Chief  Financial  Officer
certifying  the  manner  in  which  such  Excess  Cash  Flow  and the  resulting
prepayment of the Term Loans were calculated, which certificate shall be in form
and substance satisfactory to Lender. Any prepayment made by Borrower under this
Section 2.4 shall be applied, first, to prepay the scheduled installments of the
Acquisition  Term Loans in inverse order of maturity  until such Loan shall have
been  prepaid in full,  and then to prepay  the  scheduled  installments  of the
Additional  Term Loans in inverse  order of maturity  until such Loans have been
prepaid in full.


         3.  REPRESENTATIONS  AND  WARRANTIES In order to induce Lender to enter
into this Agreement,  Borrower  hereby  represents and warrants to Lender (which
representations  and  warranties,  together with any other  representations  and
warranties of Borrower contained elsewhere in this Agreement, shall be deemed to
be renewed as of the date of each Loan hereunder) as set forth below:


                  3.1 Corporate  Existence and Qualification.  Each Credit Party
is duly organized and incorporated,  validly existing and in good standing under
the laws of the jurisdiction of its  organization or  incorporation  and is duly
qualified  to do business  and is in good  standing  in each other  jurisdiction
wherein the conduct of its business or the  ownership  of its property  requires
such qualification,  except where the failure to be so qualified has not had and
could reasonably be expected to have a Material Adverse Effect.


                  3.2 Corporate  Authority;  Validity and Binding  Effect.  Each
Credit Party has the power to make, deliver and perform under the Loan Documents
executed by it and has taken all necessary and appropriate  corporate  action to
authorize the execution,  delivery and performance of such Loan Documents.  This
Agreement constitutes,  and the remainder of such Loan Documents,  when executed
and delivered for value received, will constitute, the valid obligations of each
Credit Party which is a party thereto,  legally  binding upon it and enforceable
against it in accordance with their respective terms.


                  3.3   Incumbency  and  Authority  of  Signing   Officer.   The
undersigned  officer of Borrower holds the office specified  hereinbelow and, in
such capacity,  is duly authorized and empowered to execute,  attest and deliver
this  Agreement  and the  remainder of the Loan  Documents  for and on behalf of
Borrower, and to bind Borrower accordingly thereby.


                  3.4 No  Material  Litigation.  Except  as may be set  forth on
Schedule  3.4,  there are no legal  proceedings  pending (or, so far as Borrower
knows,  threatened),  before  any  court  or  administrative  agency  which,  if
adversely  determined,  could  reasonably be expected to have a Material Adverse
Effect.


                  3.5 Taxes.  Each Credit  Party has filed or caused to be filed
all tax  returns  required  to be filed by it and has paid all taxes shown to be
due and payable by it on said returns or on any assessments made against it.


                  3.6 Capital  Stock . All  capital  stock,  debentures,  bonds,
notes and all  other  securities  of each  Credit  Party  presently  issued  and
outstanding  are validly and properly  issued in accordance  with all applicable
laws,  including,  but not  limited  to, the "blue  sky" laws of all  applicable
states and the federal securities laws.


                  3.7  Corporate  Organization.  The  charter and bylaws of each
Credit Party are in full force and effect under the law of the  jurisdiction  of
its  incorporation  and all  amendments  to said articles of  incorporation  and
bylaws  have been  duly and  properly  made  under  and in  accordance  with all
applicable laws.


                  3.8  Insolvency.  After  giving  effect to the  execution  and
delivery of the Loan Documents,  the  consummation of the  Acquisition,  and the
making of each Loan, no Credit Party will be "insolvent",  within the meaning of
such term as used in O.C.G.A.  ss.  18-2-22 or as defined in Section  101(32) of
the  Bankruptcy  Code,  or be unable to pay its debts  generally  as such  debts
become due, or have an unreasonably small capital.


                  3.9 Title.  Each Credit Party has good and marketable title to
all of its  properties  subject to no Lien of any kind except for the  Permitted
Encumbrances.


                  3.10 Margin Stock. No Credit Party is engaged principally,  or
as one of its  important  activities,  in the business of purchasing or carrying
any  "margin  stock",  as that term is defined in  Regulation  U of the Board of
Governors of the Federal Reserve System, and no part of the proceeds of any Loan
made pursuant  hereto will be used to purchase or carry any such margin stock or
to extend  credit to others for the purpose of  purchasing  or carrying any such
margin  stock,  or  be  used  for  any  purpose  which  violates,  or  which  is
inconsistent  with,  the  provisions  of  Regulation  U or X of  said  Board  of
Governors. In connection herewith, if requested by Lender, Borrower will furnish
to Lender a statement in conformity  with the  requirements  of Federal  Reserve
Form U-1 referred to in said Regulation U to the foregoing effect.


                  3.11 No Violations. The execution, delivery and performance by
each Credit Party of the Loan Documents executed by it have been duly authorized
by all  necessary  corporate or other action on its part and do not and will not
require  any consent or approval  of the  shareholder(s)  of such Credit  Party,
violate  any  provision  of  any  law,  rule,  regulation  (including,   without
limitation,  Regulation U or X of the Board of Governors of the Federal  Reserve
System),  order,  writ,  judgment,  injunction,  decree,  determination or award
presently in effect having  applicability  to any Credit Party or of the charter
or bylaws of any Credit Party,  or result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which any Credit Party is a party or by which it or its properties
may be bound or affected;  and no Credit Party is in default under any such law,
rule, regulation,  order, writ, judgment,  injunction,  decree, determination or
award or any such indenture, agreement, lease or instrument except to the extent
such default has not had and could not reasonably be expected to have a Material
Adverse Effect.


                  3.12 Financial Statements. The audited financial statements of
Borrower  and its  Consolidated  Subsidiaries  for its most  recent  Fiscal Year
ending prior to the date of this Agreement together with the unaudited financial
statements  of Borrower and its  Consolidated  Subsidiaries  for its most recent
Fiscal Quarter  ending prior to the date of this Agreement for which  statements
have been prepared,  copies of which  heretofore  have been furnished to Lender,
are complete and  accurately  and fairly  represent the  financial  condition of
Borrower and its  Consolidated  Subsidiaries,  the results of its operations and
the  transactions  in its equity  accounts  as of the dates and for the  periods
referred to therein,  and have been prepared in accordance with GAAP.  There are
no material liabilities, direct or indirect, fixed or contingent, of Borrower or
any such Consolidated  Subsidiaries as of the date of such financial  statements
which are not reflected  therein or in the notes  thereto.  No Material  Adverse
Effect  has  occurred  since  the date of the  balance  sheet  contained  in the
Borrower's annual audited financial statements described hereinabove.


                  3.13 Pollution and  Environmental  Control.  Each Credit Party
has obtained all permits,  licenses and other  authorizations which are required
under, and is in material compliance with, all Environmental Laws.


                  3.14  Possession of Permits.  Each Credit Party  possesses all
material franchises,  certificates,  licenses,  permits and other authorizations
from  governmental  political  subdivisions or regulatory  authorities,  and all
material patents, trademarks,  service marks, trade names, copyrights,  licenses
and other rights, free from burdensome restrictions,  that are necessary for the
ownership, maintenance and operation of any of its properties and assets, and no
Credit Party is violation in any material respect of any of the foregoing.


                  3.15  Subsidiaries.  As of the Closing  Date,  Borrower has no
Subsidiaries except as described on Schedule 3.15.


                  3.16     Employee  Benefit  Plans.  As of the  Closing  Date,
  no Credit  Party has any  Employee
Benefit Plans except as described on Schedule 3.16.


                  3.17 Year 2000 Plan.  Borrower has developed and has delivered
to Lender a comprehensive plan (the "Y2K Plan") for insuring that the Borrower's
and its  Subsidiaries'  software and hardware  systems which impact or affect in
any way the business  operations  of the Borrower and its  Subsidiaries  will be
Year 2000 Compliant and Ready.  Borrower and its  Subsidiaries  have met the Y2K
Plan's  milestones such that all hardware and software systems will be Year 2000
Compliant and Ready in accordance with the Y2K Plan.


                  3.18  Reaffirmation;  Effect of the Acquisition.  Each request
for a Loan made by Borrower  shall  constitute an automatic  representation  and
warranty by Borrower to Lender that as of the date of such Loan and after giving
effect  thereto  there does not exist any  Default  or Event of Default  and all
representations  and  warranties  of the Credit  Parties  in the Loan  Documents
(other than those  representations  or  warranties  which are,  by their  terms,
limited  to a specific  date) are true and  correct  in all  material  respects.
Without limiting the generality of the foregoing, all of the representations and
warranties of the Credit Parties in the Loan  Documents  (other than those which
are, by their terms, limited to a specific date) will be true and correct in all
material  respects as of and after giving effect to the  consummation of each of
the  Tender  Offer  and the  Merger  and the  making  of any Loan in  connection
therewith.


         4.  AFFIRMATIVE  COVENANTS  Borrower  covenants to Lender that from and
after the date hereof, and so long as any amount remain unpaid on account of any
of the Obligations or this Agreement remains effective (whichever is the last to
occur),  Borrower will comply (and cause each  Subsidiary of Borrower to comply)
with the affirmative covenants set forth below:


                  4.1  Right  to  Inspect.  Lender  (or any  person  or  persons
designated by it) shall, in its sole  discretion,  have the right to call at any
place of business of any Credit Party at any  reasonable  time and without prior
notice, and, without hindrance or delay, inspect, audit, check and make extracts
from such Credit  Party's books,  records,  journals,  orders,  receipts and any
correspondence and other data relating to such Credit Party's business or to any
other transactions between the parties hereto.


                  4.2      Financial and Other  Reporting.


                           4.2.1....Borrower's  Quarterly  Statement.  Borrower 
shall, as soon as practicable,  and
in any event within  forty-five  (45) days after the end of each Fiscal Quarter,
furnish  to  Lender   unaudited   financial   statements  of  Borrower  and  its
Consolidated  Subsidiaries,  including  balance  sheets,  income  statements and
statements of cash flow, for the Fiscal  Quarter ended,  and for the Fiscal Year
to date, on a consolidated and, if requested by Lender, consolidating basis, all
prepared in accordance with GAAP (subject to year-end adjustments) and certified
as to truth and accuracy by the Chief Financial Officer of Borrower.


                           4.2.2....Borrower's  Annual  Statement.  
Borrower  shall,  as soon as  practicable,  and in any event  within one hundred
twenty  (120)  days  after the end of each  Fiscal  Year,  furnish to Lender the
annual audit report of Borrower,  certified without qualification by independent
certified  accountants  selected  by  Borrower  and  acceptable  to Lender,  and
prepared in accordance with GAAP, together with relevant financial statements of
Borrower for the Fiscal Year then ended, on a  consolidating  and a consolidated
basis,  if available.  Borrower  shall cause said  accountants to furnish Lender
with a statement that in making their examination of such financial  statements,
they  obtained no knowledge of any Event of Default or Default  Condition  which
pertains to accounting  matters  relating to this Agreement or the Notes, or, in
lieu thereof,  a statement  specifying the nature and period of existence of any
such Event of Default or Default Condition disclosed by their examination.

                           4.2.3....Management Letters, Etc..  
Borrower shall, within five (5) Business Days after its receipt thereof, provide
Lender with copies of all management letters, exception reports or other similar
letters or reports  received by Borrower from its independent  certified  public
accountants.

                           4.2.4....SEC Filings and Press Releases. 
Borrower  shall,  promptly upon their  becoming  available,  provide Lender with
copies of (i) all financial  statements,  reports,  notices and proxy statements
made publicly  available by Borrower to its security  holders,  (ii) all regular
and periodic reports and all  registration  statements and prospectuses (if any)
filed by  Borrower  with any  securities  exchange  or with the  Securities  and
Exchange  Commission or any governmental or private  regulatory  authority,  and
(iii) all press releases and other  statements made available by Borrower to the
public  concerning  material changes or developments in the business of Borrower
or any of its Subsidiaries.


                           4.2.5....Default Notices.  
Borrower  shall,  as soon as practical and in any event within five (5) Business
Days after Borrower acquires knowledge of the existence of any Default Condition
or Event of  Default or any other  event  which has had or could  reasonably  be
expected to have a Material  Adverse  Effect,  provide Lender with telephonic or
telecopy notice of such Default Condition,  Event of Default or any other event,
including the anticipated effect thereof, which notice, if given telephonically,
shall be promptly confirmed in writing on the next Business Day.


                           4.2.6....Certificate  of No Default.  
Borrower  shall,  on a quarterly basis not later than forty-five (45) days after
the close of each of its Fiscal  Quarters and not later than one hundred  twenty
(120) days after the close of its Fiscal Year, certify to Lender, in a statement
executed  by the chief  financial  officer of  Borrower in the form of Exhibit F
attached hereto, that no Event of Default and no Default Condition exists or has
occurred,  or,  if an  Event of  Default  or  Default  Condition  exists  or has
occurred,   specifying  the  nature  and  period  of  existence  thereof.   Such
certificate shall include a statement of the Chief Financial Officer of Borrower
to the effect  that  nothing  has come to  Borrower's  attention  to cause it to
believe that the Y2K Plan milestones have not been met in a manner such that the
Borrower's and its Subsidiaries'  hardware and software systems will not be Year
2000 Compliant and Ready in accordance with the Y2K Plan. Such certificate shall
also set forth, in reasonable  detail,  compliance with all financial  covenants
set  forth  in  Article  6 for the  immediately  preceding  Fiscal  Quarter,  as
applicable.


                           4.2.7....Certain  Required  Notices.  
Promptly, upon its receipt of notice or knowledge thereof,  Borrower will report
to Lender:  (i) any  lawsuit or  administrative  proceeding  in which any Credit
Party is a  defendant  in which the  amount or  amounts  in  controversy  exceed
$250,000;  (ii) any  deviations  from the Y2K Plan which would cause  compliance
with the Y2K Plan to be  delayed  or not  achieved,  a  statement  of the  Chief
Financial  Officer of Borrower  setting forth the details thereof and the action
which the Credit Parties are taking or propose to take with respect thereto;  or
(iii) any third party  assessments of the Credit Parties' Y2K Plan together with
any recommendations made by such third party with respect to the Credit Parties'
Y2K Plan and Borrower's ability to be Year 2000 Compliant and Ready.


                           4.2.8....Other Documents or Information.  
Borrower  shall provide Lender with such other  financial and other  information
respecting  Borrower or any of its  Subsidiaries  as the Lender may from time to
time reasonably request.

                  4.3  Payment  of  Taxes.  Each  Credit  Party  shall  pay  and
discharge all taxes,  assessments and  governmental  charges upon it, its income
and its properties prior to the date on which penalties  attach thereto,  unless
and to the extent only that (x) such taxes, assessments and governmental charges
are being contested in good faith and by appropriate  proceedings by such Credit
Party, (y) such Credit Party maintains reasonable reserves on its books therefor
and (z) the  non-payment  of such  taxes  does not result in a Lien other than a
Permitted Encumbrance.


                  4.4 Maintenance of Insurance. Each Credit Party shall maintain
insurance with  responsible  insurance  companies on such of its properties,  in
such  amounts and against  such risks as is  customarily  maintained  by similar
businesses operating in the same vicinity,  but in any event to include business
interruption,  freight,  loss, damage, flood,  windstorm,  fire, theft, extended
coverage  and product  liability  insurance in amounts  satisfactory  to Lender.
Borrower  shall  file  with  Lender  upon its  request a  detailed  list of such
insurance  then in effect  stating  the names of the  insurance  companies,  the
amounts and rate of insurance,  the date of expiration  thereof,  the properties
and risks  covered  thereby and the insured with  respect  thereto and a copy of
each such insurance policy.


                  4.5 Maintenance of Property.  Each Credit Party shall maintain
its property in good working condition.


                  4.6  Preservation  of Corporate  Existence.  Each Credit Party
shall  preserve and maintain its corporate  existence,  rights,  franchises  and
privileges  in the  jurisdiction  of its  incorporation,  and qualify and remain
qualified  as  a  foreign   corporation  in  each  jurisdiction  in  which  such
qualification  is necessary or desirable in view of its business and  operations
or the ownership of its properties,  except where the failure to be so qualified
has not had and could not  reasonably  be  expected  to have a Material  Adverse
Effect.


                  4.7 Compliance  With Laws. Each Credit Party shall comply with
the  requirements of all applicable laws,  rules,  regulations and orders of any
governmental  authority,  noncompliance  with which would or could reasonably be
expected to have a Material Adverse Effect. Without limiting the foregoing, each
Credit  Party  shall  obtain  and  maintain  all  permits,  licenses  and  other
authorizations which are required under, and otherwise comply with, all federal,
state,  and local laws and  regulations,  except  where the failure to obtain or
maintain  the same has not had and could not  reasonably  be  expected to have a
Material Adverse Effect.


                  4.8 Year 2000 Plan.  Each Credit  Party will take all required
actions  to meet  each Y2K Plan  milestone  applicable  to such  that all of its
computer  hardware and software systems will be Year 2000 Compliant and Ready in
accordance with the Y2K Plan.


                  4.9 Additional Loan  Documents.  (a) Borrower shall deliver or
cause to be delivered  promptly  (and in any event within five (5) Business Days
of the  Closing  Date)  the  following  documents  (each in form  and  substance
satisfactory  to  Lender):  (i) a Guaranty  executed in favor of Lender by Delta
Diagnostics,  Inc.,  a  company  organized  under  the laws of the  U.S.  Virgin
Islands,  (ii) a Stock Pledge Agreement  executed in favor of Lender by Borrower
covering 66% of the shares of Immucor GmbH, a company  organized  under the laws
of Germany, and (iii) closing documents from the Borrower and Delta Diagnostics,
Inc.  of the types  described  in  Sections  10.1.4,  10.1.5  and 10.1.6 of this
Agreement.


                  (b)  Borrower  also  shall  deliver  or cause to be  delivered
promptly (and in any event within ten (10) Business Days after the  consummation
of the Merger) the following documents (each in form and substance  satisfactory
to Lender):  (i) a Stock Pledge  Agreement  executed by Gamma in favor of Lender
covering 66% of the shares of Gamma Biologicals, B.V., a company organized under
the laws of the Netherlands  and (ii) closing  documents from Gamma of the types
described in Sections 10.1.4, 10.1.5 and 10.1.6 of this Agreement.


         5. NEGATIVE  COVENANTS Borrower covenants to Lender that from and after
the date  hereof and so long as any amount  remains  unpaid on account of any of
the Obligations or this Agreement  remains  effective  (whichever is the last to
occur),  Borrower will not do (and will not permit any Subsidiary of Borrower to
do), without the prior written consent of Lender,  any of the things or acts set
forth below:


                  5.1 Liens. No Credit Party shall create,  assume, or suffer to
exist any Lien on its property,  except for (i) Permitted  Encumbrances and (ii)
any  other  Liens on (x) any  shares of  Borrower's  common  stock  repurchased,
redeemed  or  otherwise  acquired  by it prior to the date hereof or pursuant to
Section  5.5 hereof or (y) any shares of Gamma if and for so long as such shares
constitute  "margin  stock" as that term is defined in Regulation U of the Board
of Governors of the Federal Reserve System.  Without  limiting the generality of
the foregoing,  Borrower shall not create, assume or suffer to exist any Lien on
any  certificated  or  uncertificated  shares,  general or  limited  partnership
interests,  limited  liability  company  interests,  quotas or other equivalents
(regardless of how designated) of or in any Excluded Subsidiary.


                  5.2 Debt.  No Credit Party shall incur,  assume,  or suffer to
exist any Debt, except for: (i) Debt to Lender or any Affiliate of Lender;  (ii)
Debt to Persons  other than Lender  existing on the date of this  Agreement  and
described on Schedule 5.2; (iii) trade payables and  contractual  obligations to
suppliers  and  customers  incurred in the  ordinary  course of business of such
Credit  Party;  (iv)  accrued  pension  fund and  other  employee  benefit  plan
obligations and liabilities  (provided,  however, that such Debt does not result
in the  existence of any Event of Default or Default  Condition  under any other
provision of this  Agreement);  (v) deferred  taxes;  (vi) Debt  resulting  from
endorsements  of negotiable  instruments  received in the ordinary course of its
business;  (vii) Debt  secured by Purchase  Money  Liens not to exceed  $750,000
aggregate  outstanding  principal  amount at any one time;  and (viii) all other
Debt not to exceed $100,000 in aggregate outstanding principal amount at any one
time.


                  5.3 Contingent  Liabilities.  No Credit Party shall guarantee,
endorse,  become  surety  with  respect  to  or  otherwise  become  directly  or
contingently  liable  for or in  connection  with the  obligations  of any other
Person, except for (i) endorsements of negotiable  instruments for collection in
the ordinary course of business and (ii) Guaranteed  Obligations incurred by any
Credit  Party with  respect to the Debt of another  Credit Party so long as such
Debt is otherwise permitted hereunder.


                  5.4 Dividends. Borrower shall not declare or pay any dividends
on, or make any distribution with respect to, its shares of any class of capital
stock, except as permitted by Section 5.5.


                  5.5  Redemptions.  Borrower  shall not  purchase,  redeem,  or
otherwise acquire for value any of its shares of any class of its capital stock,
except that Borrower may repurchase on or after the date of this Agreement up to
a total of 985,600 shares of its common stock in accordance  with the repurchase
programs announced by Borrower on June 2, 1997 and August 26, 1998 provided that
no Default  or Event of  Default  exists at the time of or is caused by any such
repurchase.


                  5.6  Restricted  Investments.  No Credit  Party shall make any
Restricted   Investment   except  the  following:   (i)  investments  in  direct
obligations  of  the  United  States  of  America,  or  any  agency  thereof  or
obligations  guaranteed  by the United  States of  America,  provided  that such
obligations  mature within one year from the date of acquisition  thereof;  (ii)
investments  in time  deposits,  demand  deposits  and  certificates  of deposit
maturing within one year from the date of acquisition  issued by a bank or trust
company  organized  under the laws of the  United  States  or any state  thereof
having capital surplus and undivided profits  aggregating at least $500,000,000;
(iii)  investments  in commercial  paper given the highest  rating by a national
credit rating  agency and maturing not more than two hundred  seventy (270) days
from the date of  creation  thereof;  (iv) the  repurchase  of the  distribution
rights of  Borrower's  Canadian and Belgian  distributors;  (v)  repurchases  of
Borrower's  common stock to the extent permitted under Section 5.5 hereof;  (vi)
the Acquisition;  provided,  however, that: (w) the Gamma Acquisition Subsidiary
shall  acquire not less than  sixty-seven  percent (67%) of the capital stock of
all  classes  of Gamma on a fully  diluted  basis upon the  consummation  of the
Tender Offer on the Closing  Date;  (x)  Borrower  shall use its best efforts to
cause the Merger to be consummated  subject to the fulfillment of the conditions
contained in the  Acquisition  Documents (and for Gamma to become a wholly-owned
Subsidiary of Borrower) as soon as possible  after the Closing Date;  (y) in any
event the Merger shall be  consummated  (and Gamma shall  become a  wholly-owned
Subsidiary  of  Borrower)  on or before  the  Acquisition  Term Loan  Commitment
Termination  Date;  and (z) promptly  (and in any event within five (5) Business
Days) after the  consummation of the Merger,  Borrower shall cause Gamma (as the
surviving corporation from the Merger) to execute a Guaranty in favor of Lender,
which  Guaranty shall  supersede and replace the Guaranty  executed by the Gamma
Acquisition  Subsidiary on the Closing Date and shall be  accompanied by closing
documents and an opinion of counsel for Gamma of the types  described in Section
10.1.4,  10.1.5,  10.1.6 and 10.1.8 (each in form and substance  satisfactory to
Lender; and (vii) any capital contribution,  loan or advance, or transfer of any
asset,  to any Excluded  Subsidiary  to the extent  permitted by Section 5.13 of
this Agreement.


                  5.7  Mergers.  No Credit  Party shall  dissolve  or  otherwise
terminate  its  corporate  status or enter into any  merger,  reorganization  or
consolidation  or make any  substantial  change  in the basic  type of  business
conducted by Borrower and Gamma,  as of the Closing Date,  except that (i) Gamma
may merge with the Gamma  Acquisition  Subsidiary  pursuant  to the  Acquisition
Documents and Section 5.6 hereof,  (ii) any Subsidiary of Borrower may be merged
with  and  into  Borrower  so  long as  Borrower  is the  surviving  corporation
therefrom  and  (iii)  any   Subsidiary  of  Borrower  may  merge  with  another
wholly-owned  Subsidiary  of  Borrower  (other  than  any  Excluded  Subsidiary)
(provided that if any such Subsidiary is a Guarantor,  the surviving entity from
such merger shall also be a Guarantor).


                  5.8 Affiliate Transactions.  No Credit Party shall enter into,
or be a party to, any  transaction  with any  Affiliate,  except in the ordinary
course of and pursuant to the  reasonable  requirements  of such Credit  Party's
business and upon fair and reasonable  terms which are no less favorable to such
Credit Party than would obtain in a comparable  arm's length  transaction with a
Person not an Affiliate.


                  5.9  Subsidiaries.  Subject to the provisions of Section 2.2.5
hereof,  no Credit Party shall  create any  Subsidiary  or divest  itself of any
material  assets by  transferring  them to any  Subsidiary,  except that (i) the
Gamma Acquisition  Subsidiary may merge with Gamma pursuant to the Merger and in
accordance with Section 5.6 hereof,  (ii) any Subsidiary may transfer any of its
assets to Borrower or another  Subsidiary of Borrower which is a Guarantor,  and
(iii) subject to the limitations  set forth in Section 5.13 hereof,  any Foreign
Subsidiary may transfer any of its assets to any other Foreign Subsidiary.


                  5.10 Fiscal  Year.  No Credit  Party  shall  change its Fiscal
Year, or permit any  Subsidiary to have a fiscal year  different from the Fiscal
Year of Borrower.


                  5.11  Disposition  of  Assets.  Subject to the  provisions  of
Section 2.2.5 hereof,  no Credit Party shall sell, lease or otherwise dispose of
any of its  properties,  including any disposition of property as part of a sale
and  leaseback  transaction,  to or in favor of any Person,  except (i) sales of
inventory or obsolete or  unnecessary  equipment in the ordinary  course of such
Credit Party's business or (ii) dispositions  otherwise  expressly  permitted by
this Agreement.


                  5.12 Employee  Benefit Plans.  No Credit Party shall permit an
Employee  Benefit Plan to become  materially  underfunded or create any Employee
Benefit Plan without prior written notice to Lender and upon such  notification,
this  Agreement  shall be  amended  as  determined  necessary  by  Lender in its
discretion as a result of the creation of such Plan.


                  5.13  Excluded  Subsidiaries.  No Credit  Party shall make any
capital contribution, loan or advance, or transfer any assets, to the Portuguese
Subsidiary in an aggregate amount in excess of US$500,000.00 in any Fiscal Year.
No Credit  Party  shall  make any  capital  contribution,  loan or  advance,  or
transfer any assets, to the Spanish  Subsidiary in an aggregate amount in excess
of  US$500,000.00  in any Fiscal  Year.  No Credit  Party shall make any capital
contribution, loan or advance, or transfer any assets, to the Italian Subsidiary
in an aggregate amount in excess of US$500,000.00 in any Fiscal Year.


         6.  FINANCIAL  COVENANTS  Borrower  covenants to Lender that,  from and
after the date hereof and so long as any amount remains unpaid on account of any
of the Obligations or this Agreement remains effective (whichever is the last to
occur),  Borrower  shall not breach or fail to comply with any of the  following
financial  covenants with respect to any Fiscal Quarter,  each of which shall be
calculated on a consolidated basis in accordance with GAAP consistently applied:


                  6.1 Fixed Charge Coverage Ratio.  Borrower shall have for each
Fiscal  Quarter  ending on or after  February 28, 1999, a Fixed Charge  Coverage
Ratio of not less than 1.25 to 1.0.


                  6.2 Funded  Debt/EBITDA  Ratio . Borrower  shall have for each
Fiscal Quarter ending on February 28, 1999 or May 31, 1999, a Funded Debt/EBITDA
Ratio of not more  than 3.5 to 1.0,  and  Borrower  shall  have for each  Fiscal
Quarter ending in each Fiscal Year set forth below a Funded Debt/EBITDA Ratio of
not more than that set forth below for such period:


                                           Maximum Funded Debt/EBITDA Ratio:
                  Fiscal Year Ending:

                  May 31, 2000                      3.0 to 1.0

                  May 31, 2001                      2.5 to 1.0
                  May 31, 2002
                     or thereafter                  2.5 to 1.0

                  6.3  Leverage  Ratio.  Borrower  shall have at the end of each
Fiscal  Quarter  ending on February 28, 1999 or May 31,  1999, a Leverage  Ratio
(expressed  as a percentage)  of not more than 55%, and Borrower  shall have for
each Fiscal  Quarter ending in each Fiscal Year set forth below a Leverage Ratio
(expressed  as a  percentage)  of not more than  that set  forth  below for such
period:


                  Fiscal Year Ending                 Maximum Leverage Ratio

                  May 31, 2000                                  50%

                  May 31, 2001                                  45%

                  May 31, 2002                                  40%
                     or thereafter

                  6.4      Liquidity  Ratio.  Borrower  shall  maintain at the 
end of each Fiscal Quarter ending on
or after February 28, 1999, a Liquidity Ratio of not less than 2.0 to 1.0


         7. EVENTS OF DEFAULT The  occurrence  of any events or  conditions  set
forth below shall  constitute an Event of Default  hereunder,  provided that any
requirement  for the  giving of notice or the lapse of time,  or both,  has been
satisfied:


                  7.1      Obligations.  Borrower  shall fail to make any 
payments on any of its  Obligations  when due.


                  7.2  Misrepresentations.  Any  Credit  Party  shall  make  any
representations or warranties in any of the Loan Documents or in any certificate
or statement furnished to Lender at any time hereunder or in connection with any
of the Loan  Documents  which  proves to have been untrue or  misleading  in any
material respect when made or furnished.


                  7.3 Certain  Covenants.  Any Credit Party shall default in the
observance or performance of any covenant or agreement contained in Section 4.1,
4.2, 4.6 or 4.9 or in Article 5 or 6 hereof.


                  7.4 Other  Covenants.  Any Credit  Party shall  default in the
observance or performance of any covenant or agreement  contained herein, in any
of the other Loan Documents  (other than a default the performance or observance
of which is dealt with specifically elsewhere in this Article 7) unless (i) with
respect to this Agreement, such default is cured to Lender's satisfaction within
thirty (30) days after the sooner to occur of receipt of notice of such  default
from Lender or the date on which such default  first  becomes  known to Borrower
and (ii) with respect to any other Loan  Document,  such default is cured within
any applicable grace, cure or notice and cure period contained therein.


                  7.5 Other Debts.  Any Credit Party shall default in connection
with any  agreement  for Debt with any  creditor  other than Lender in excess of
$100,000 which entitles said creditor to accelerate the maturity thereof.


                  7.6  Voluntary  Bankruptcy.  Any  Credit  Party  shall  file a
voluntary  petition  in  bankruptcy  or a voluntary  petition or answer  seeking
liquidation, reorganization,  arrangement, readjustment of its debts, or for any
other relief under the Bankruptcy code, or under any other act or law pertaining
to insolvency or debtor  relief,  whether  state,  Federal,  or foreign,  now or
hereafter existing;  any Credit Party shall enter into any agreement  indicating
its  consent  to,  approval  of,  or  acquiescence  in,  any  such  petition  or
proceeding;  any  Credit  Party  shall  apply for or permit the  appointment  by
consent or acquiescence of a receiver, custodian or trustee of such Credit Party
or for a  substantial  part of its  property;  any  Credit  Party  shall make an
assignment for the benefit of creditors;  or any Credit Party shall be unable or
shall fail to pay its debts  generally  as such debts  become due, or any Credit
Party  shall  admit,  in  writing,  its  inability  or  failure to pay its debts
generally as such debts become due.


                  7.7  Involuntary  Bankruptcy.  There  shall  have  been  filed
against  any Credit  Party an  involuntary  petition  in  bankruptcy  or seeking
liquidation,  reorganization,  arrangement, readjustment of its debts or for any
other relief under the Bankruptcy Code, or under any other act or law pertaining
to  insolvency  or debtor  relief,  whether  state,  federal or foreign,  now or
hereafter existing and such petition shall remain undismissed or unstayed for 60
days or more or an order for the relief sought by such petition  shall have been
entered; any Credit Party shall suffer or permit the involuntary  appointment of
a  receiver,  custodian  or  trustee  of  such  Credit  Party  or  for  all or a
substantial part of its property; or any Credit Party shall suffer or permit the
issuance  of a writ or  warrant of  attachment,  execution  or  similar  process
against all or any substantial part of the property of such Credit Party.


                  7.8  Judgments.  A final  judgment or order for the payment of
money is  rendered  against  any Credit  Party in the amount of $250,000 or more
(exclusive  of  amounts   covered  by  insurance)  and  either  (x)  enforcement
proceedings  shall have been  commenced  by any creditor  upon such  judgment or
order,  or (y) a stay of  enforcement  of such  judgment or order,  by reason of
pending  appeal or  otherwise,  shall not be in effect  for any period of thirty
(30) consecutive days.


                  7.9      Material  Adverse  Effect.  There  shall be any  
event,  act,  condition  or  occurrence
having a Material Adverse Effect.


                  7.10  Change of  Control.  Either  (a) any  person or group of
persons (within the meaning of the Securities  Exchange Act of 1934, as amended)
shall have  acquired  after the date  hereof  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  by the  Securities  and Exchange  Commission
under the  Securities  Exchange Act of 1934, as amended) of twenty percent (20%)
or more of the issued and outstanding shares of capital stock of Borrower having
the right to vote for the  election  of  directors  of Borrower  under  ordinary
circumstances, or (b) during any period of 12 consecutive calendar months ending
after  the  date  hereof,  individuals  who  at the  beginning  of  such  period
constituted the board of directors of Borrower  (together with any new directors
whose  election to the board of  directors of Borrower or whose  nomination  for
such election by the  stockholders  of the Borrower was approved by a vote of at
least 2/3rd of the directors  then still in office who either were  directors at
the beginning of such period or whose  election or  nomination  for election was
previously  so approved)  cease for any reason other than death or disability to
constitute a majority of the directors of Borrower then in office.


                  7.11  Change  in  Management.  Two or  more  of the  Principal
Officers  shall die,  become  incapacitated  or  otherwise  cease to be actively
involved in the day-to-day executive management of Borrower.


         8. REMEDIES.  Upon the occurrence of any Default  Condition or Event of
Default, Lender's obligation to extend financing under the Line of Credit and to
disburse  any then  undisbursed  portion  of the  Acquisition  Term Loans or the
Additional Term Loans shall immediately cease;  provided,  however, that if such
obligation  has ceased due to the  occurrence of a Default  Condition,  and such
Default  Condition  does not become an Event of Default  due to its having  been
cured or  waived  before  it has  matured  into an Event of  Default,  then such
obligation shall be reinstated as of the date such Default Condition is so cured
or waived. Upon the occurrence or existence of any Event of Default, or any time
thereafter,  without  prejudice  to the rights of Lender to  enforce  its claims
against  Borrower  for  damages  for  failure by  Borrower to fulfill any of its
obligations  hereunder,  subject  only to prior  receipt by Lender of payment in
full of all Obligations then outstanding in a form acceptable to Lender,  Lender
shall have all of the rights and  remedies set forth in Sections  8.1,  8.2, 8.3
and 8.4 below,  and it may exercise any one, more, or all of such  remedies,  in
its sole discretion, without thereby waiving any of the others.


                  8.1  Acceleration of the Obligations.  Lender,  at its option,
may declare all of the  Obligations  (including  but not limited to that portion
thereof  evidenced  by any one or more of the Notes) to be  immediately  due and
payable,  whereupon the same shall become  immediately  due and payable  without
presentment,  demand, protest, notice of nonpayment or any other notice required
by law relative  thereto,  all of which are hereby expressly waived by Borrower,
anything contained herein to the contrary notwithstanding.


                  8.2  Default  Rate.  If Lender so elects,  by further  written
notice to Borrower,  Lender may increase the rate of interest  charged on any or
all of the Obligations then outstanding for so long thereafter as Lender further
shall elect to a rate not to exceed the Default Rate.


                  8.3 Other Remedies.  Unless and except to the extent expressly
provided for to the contrary herein, the rights of Lender specified herein shall
be in addition to, and not in limitation of,  Lender's  rights under the UCC, as
amended  from time to time,  or any other  statute or rule of law or equity,  or
under any other provision of any of the Loan Documents,  or under the provisions
of any other document,  instrument or other writing  executed by Borrower or any
third party in favor of Lender,  all of which may be exercised  successively  or
concurrently.


                  8.4 Set Off.  To the extent not  prohibited  by law,  Borrower
hereby grants to Lender a security  interest in and security title to and hereby
assigns,  pledges,  transfers  and  conveys  to Lender  any  balance  or deposit
accounts of the Borrower  with the Lender,  whether such  accounts be general or
special,  or individual or multiple party,  and upon all drafts,  notes or other
items deposited for collection or presented for payment by Borrower with Lender,
exclusive  of any such  property  in the  possession  or  control of Lender as a
fiduciary  other than as agent,  and Lender may at any time during the existence
of any Event of Default, without demand or notice,  appropriate and apply any of
such to the payment to any of the Obligations, whether or not then due.


         9.       MISCELLANEOUS


                  9.1 Waiver.  Each and every right granted to Lender under this
Agreement,  or any of the other Loan Documents,  or any other document delivered
hereunder or in connection herewith or allowed it by law or in equity,  shall be
cumulative  and may be  exercised  from time to time.  No failure on the part of
Lender to exercise,  and no delay in  exercising,  any right shall  operate as a
waiver thereof,  nor shall any single or partial exercise by Lender of any right
preclude  any other or future  exercise  thereof  or the  exercise  of any other
right.  No waiver by Lender of any Default  Condition or Event of Default  shall
constitute a waiver of any subsequent Default Condition or Event of Default.


                  9.2  Governing  Law. THIS  AGREEMENT,  THE NOTES AND THE OTHER
LOAN  DOCUMENTS,  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER AND
THEREUNDER,  SHALL BE GOVERNED BY, AND CONSTRUED AND  INTERPRETED  IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA.


                  9.3 Survival.  All  representations,  warranties and covenants
made herein and in the Loan  Documents  shall survive the execution and delivery
hereof and thereof. The terms and provisions of this Agreement shall continue in
full force and effect,  notwithstanding  the payment of one or more of the Notes
or the termination of the Line of Credit, until all of the Obligations have been
paid in full and Lender is no longer obligated to make any Loans hereunder,  but
Borrower's  obligations  under Sections 2.2.3, 9.6 and 9.20 hereof shall survive
any termination of this Agreement..


                  9.4 No Assignment by Borrower.  No assignment hereof or of any
Loan Document  shall be made by Borrower  without the prior  written  consent of
Lender.  Lender may  assign,  or sell  participants  in, its  rights,  title and
interest  herein and in the Loan Documents at any time hereafter  without notice
to or consent of Borrower.


                  9.5  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which when fully executed shall be an original,  and
all of said  counterparts  taken  together shall be deemed to constitute one and
the same agreement.


                  9.6 Reimbursement.  Borrower shall pay to Lender on demand all
out-of-pocket  costs, taxes (other than taxes based on income) and expenses that
Lender pays or actually incurs in connection with the negotiation,  preparation,
consummation,  modification,   administration,   restructuring,  enforcement  or
termination of this Agreement and the other Loan Documents,  including,  without
limitation:  (a)  attorneys'  fees and  paralegals'  fees and  disbursements  of
outside  counsel;  (b) costs and  expenses  (including  outside  attorneys'  and
paralegals' fees and disbursements)  for the initial  preparation and closing of
the Loan Documents, or any amendment,  supplement, waiver, consent or subsequent
closing in connection with the Loan Documents and the transactions  contemplated
thereby;  (c) sums paid or  incurred to pay for any amount or to take any action
required of Borrower  under the Loan  Documents  that  Borrower  fails to pay or
take; (d) stamp, documentary,  recording,  property, ad valorem or other similar
taxes payable in respect to any of the Loan  Documents,  the  Obligations or the
Collateral,  and (e) after an Event of Default,  costs and  expenses  (including
attorneys' and paralegals'  fees and  disbursements)  paid or incurred to obtain
payment  of the  Obligations,  enforce  any  Lien  in the  Collateral,  sell  or
otherwise  realize upon any Collateral,  and otherwise enforce the provisions of
the Loan  Documents  or to defend any claim made or  threatened  against  Lender
arising  out  of  the  transactions  contemplated  hereby  (including,   without
limitation, preparations for and consultations concerning any such matters). The
foregoing  shall not be  construed  to limit any  other  provisions  of the Loan
Documents  regarding  costs  and  expenses  to be paid to  Borrower.  All of the
foregoing costs and expenses may, in the discretion of Lender, be charged to the
Master Note.  Borrower will pay all expenses  incurred by it in the transaction.
In the event  Borrower  becomes a debtor  under the  Bankruptcy  Code,  Lender's
secured claim in such case shall  include  interest on the  Obligations  and all
fees,  costs and charges  provided for herein  (including,  without  limitation,
attorneys' fees actually incurred),  all to the extent allowed by the Bankruptcy
Code.


                  9.7 Successors and Assigns.  This Agreement and Loan Documents
shall be binding upon and inure to the benefit of the  successors  and permitted
assigns of the parties hereto and thereto.


                  9.8 Severability. If any provision this Agreement or of any of
the  Loan  Documents  or  the  application  thereof  to  any  party  thereto  or
circumstances  shall be invalid or unenforceable to any extent, the remainder of
such Loan Documents and the  application  of such  provisions to any other party
thereto or circumstance  shall not be affected  thereby and shall be enforced to
the greatest extent permitted by law.


                  9.9 Notices. All notices,  requests and demands to or upon any
party  hereto  shall  be  deemed  to have  been  given or made  when  personally
delivered  or the third day after being  deposited  in the mail,  registered  or
certified  mail,  postage  prepaid,  addressed  to it at its  address  set forth
beneath its signature below (or to such other address as may be designated by it
hereafter in writing)  except in cases where it is expressly  provided herein or
by applicable  law that such notice,  demand or request is not  effective  until
received by the party to whom it is addressed.


                  9.10 Entire Agreement;  Amendments.  This Agreement,  together
with the remaining Loan Documents,  constitute the entire agreement  between the
parties hereto with respect to the subject matter hereof. Neither this Agreement
nor any Loan Document may be changed, waived, discharged, modified or terminated
orally,  but only by an instrument  in writing  signed by the party against whom
enforcement is sought.


                  9.11     Time  of  Essence.  Time  is of the  essence  in  
this  Agreement  and  the  other  Loan Documents.
                           



                  9.12  Interpretation.  No provision  of this  Agreement or any
Loan Document shall be construed  against or interpreted to the  disadvantage of
any party  hereto by any court or other  governmental  or judicial  authority by
reason of such party having or being deemed to have  structured or dictated such
provision.


                  9.13 Lender Not a Joint  Venturer.  Neither this Agreement nor
any Loan Document  shall in any respect be  interpreted,  deemed or construed as
making  Lender a partner or joint  venturer with any Credit Party or as creating
any similar  relationship  or entity,  and Borrower agrees that it will not make
any contrary assertion, contention, claim or counterclaim in any action, suit or
other legal proceeding involving Lender and any Credit Party.


                  9.14  Jurisdiction.  BORROWER  AGREES THAT ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN
THE  COURTS OF THE STATE OF GEORGIA  OR THE  UNITED  STATES OF  AMERICA  FOR THE
NORTHERN  DISTRICT OF GEORGIA,  ATLANTA  DIVISION,  ALL AS LENDER MAY ELECT.  BY
EXECUTION OF THIS AGREEMENT,  BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION,
HEREBY  EXPRESSLY  WAIVING WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS
PRESENT OR FUTURE  DOMICILE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO
COMMENCE LEGAL  PROCEEDINGS OR OTHERWISE  PROCEED AGAINST  BORROWER IN ANY OTHER
JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.


                  9.15 Acceptance. This Agreement,  together with the other Loan
Documents,  shall not become  effective  unless and until delivered to Lender at
its principal office in Atlanta,  Fulton County, Georgia and accepted in writing
by Lender at such office as evidenced by its execution  hereof  (notice of which
delivery and acceptance are hereby waived by Borrower).


                  9.16 Payment on Non-Business Days.  Whenever any payment to be
made  hereunder  or under  the Notes  shall be  stated to be due on a  Saturday,
Sunday or a public holiday under the laws of the State of Georgia,  such payment
may be made on the next  succeeding  Business  Day,  and such  extension of time
shall in such  case be  included  in the  computation  of  payment  of  interest
hereunder or under the Notes.


                  9.17 Cure of Defaults  by Lender.  If,  hereafter,  any Credit
Party defaults in the performance of any duty or obligation to Lender  hereunder
or under any Loan Document,  Lender may, at its option, but without  obligation,
cure  such  default  and any  costs,  fees and  expenses  incurred  by Lender in
connection  therewith  shall be deemed to be advances  against the Master  Note,
whether or not this creates an overadvance  thereunder,  and shall be payable in
accordance with its terms.


                  9.18  Recitals.  All  recitals  contained  herein  are  hereby
incorporated by reference into this Agreement and made part thereof.


                  9.19 Sole  Benefit.  The rights and benefits set forth in this
Agreement and the other Loan Documents are for the sole and exclusive benefit of
the parties hereto and thereto and may be relied upon only by them.


                  9.20   Indemnification.   Borrower   will  hold  Lender,   its
respective directors,  officers,  employees, agents, Affiliates,  successors and
assigns harmless from and indemnify Lender, its respective directors,  officers,
employees,  agents,  Affiliates,  successors  and  assigns  against,  all  loss,
damages,  costs and expenses  (including,  without limitation,  attorney's fees,
costs and expenses)  actually incurred by any of the foregoing,  whether direct,
indirect  or  consequential,  as a result of or arising  from or relating to any
"Proceedings" (as defined below) by any Person, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any Person under any
statute, case or regulation, including, without limitation, any federal or state
securities laws or under any common law or equitable case or otherwise,  arising
from or in connection  with this  Agreement,  and any other of the  transactions
contemplated by this Agreement, except to the extent such losses, damages, costs
or expenses are due to the willful  misconduct or gross negligence of Lender. As
used herein,  "Proceedings" shall mean actions,  suits or proceedings before any
court, governmental or regulatory authority and shall include, particularly, but
without limitation, any actions concerning Environmental Laws. At the request of
Lender, Borrower will indemnify any Person to whom Lender transfers or sells all
or any portion of its interest in the Obligations or  participations  therein on
terms  substantially  similar to the terms set forth above.  Lender shall not be
responsible  or liable to any  Person  for  consequential  damages  which may be
alleged as a result of this  Agreement or any of the  transactions  contemplated
hereby.  The  obligations  of  Borrower  under this  Section  shall  survive the
termination of this Agreement and payment of the Obligations.


                  9.21 Jury Trial  Waiver.  EACH OF BORROWER  AND LENDER  HEREBY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN
ANY ACTION,  SUIT,  PROCEEDING  OR  COUNTERCLAIM  OF ANY KIND  ARISING OUT OF OR
RELATED  TO ANY OF THE  LOAN  DOCUMENTS  OR THE  OBLIGATIONS  OR ANY  COLLATERAL
THEREFOR.


         10.      CONDITIONS PRECEDENT


                  10.1 Conditions to Initial Loans.  
Unless  waived in writing by Lender at or prior to the execution and delivery of
this  Agreement,  the  conditions  set  forth  below  shall  constitute  express
conditions  precedent to any obligation of Lender  hereunder to make the initial
Loan or Loans on the Closing Date:


                           10.1.1...Loan Documents.  
Receipt by Lender of this  Agreement,  the Notes and the Stock Pledge  Agreement
duly executed by Borrower  together with the certificates  evidencing the shares
pledged  under  the Stock  Transfer  Agreement  and duly  executed  blank  stock
transfer  powers for the same and also  together with the Guaranty duly executed
by the Gamma Acquisition Subsidiary.


                           10.1.2...Consummation  of the Tender Offer. 
Lender shall have received fully executed copies of the  Acquisition  Documents,
no  amendment  or  waiver  of or  supplement  to any of the  material  terms and
conditions  of the  Acquisition  Documents  shall have been made or permitted by
Borrower (except as may have been consented to in writing by Lender), the Tender
Offer  shall  have  been  consummated  in  accordance  with  the  terms  of  the
Acquisition Documents and Section 5.6 hereof (but for the payment of the portion
of the cash purchase price for the Tender Offer payable upon the consummation of
the Tender Offer pursuant to the  Acquisition  Documents which is to be financed
with the  proceeds of the  Acquisition  Term  Loans),  and the Lender shall have
received a certificate from the Borrower with respect to the consummation of the
Tender  Offer in the form of  Exhibit E  attached  hereto,  duly  completed  and
executed on behalf of the Borrower and dated as of the Closing Date.


                           10.1.3...No Default.  No Default  Condition or Event 
of Default  shall exist at the time
                                    ---------- 
of and after giving effect to such Loan,  and Borrower  shall in all respects be
in compliance with all of the terms of the Loan  Documents,  as evidenced by its
delivery of a duly  completed  and  executed  certificate  of no default to such
effect, which shall be substantially in the form of Exhibit F attached hereto.


                           10.1.4...Secretary's  Certificate. 
Receipt  by  Lender  of a  certificate  dated as of the  Closing  Date  from the
Secretary (or Assistant Secretary) of each of Borrower and the Gamma Acquisition
Subsidiary  certifying to Lender that appropriate  resolutions have been adopted
by the Board of  Directors  of such Credit  Party  incident  hereto and that the
officers of such Credit  Party whose  signatures  appear  hereinbelow  or on the
other  Loan  Documents,  and on any and all  other  documents,  instruments  and
agreements executed on behalf of such Credit Party in connection  herewith,  are
duly authorized by the Board of Directors of such Credit Party for and on behalf
of such Credit Party to execute and deliver such Loan  Documents  and such other
documents, instruments and agreements, and to bind such Credit Party accordingly
thereby,  all in  form  and  substance  substantially  similar  to  those  board
resolutions  set forth and  described  on Exhibit G in the case of Borrower  and
Exhibit H in the case of the Gamma Acquisition Subsidiary.


                           10.1.5...Good  Standing  Certificates. 
Receipt by Lender of a  certificate  of good  standing  with  respect to each of
Borrower and the Gamma Acquisition Subsidiary from the secretary of state of the
state of  incorporation  of such Credit Party,  dated within 30 days of the date
hereof.

                           10.1.6...Articles/By-Laws.  
Receipt by Lender of copies of the articles of incorporation  and bylaws of each
of Borrower  and the Gamma  Acquisition  Subsidiary  as in effect on the Closing
Date,  certified  as to truth and  accuracy  by the  Secretary  or an  Assistant
Secretary of such Credit Party.


                           10.1.7...Solvency  Certificate . 
Lender  shall have  received a  Solvency  Certificate,  in the form of Exhibit I
attached hereto, dated as of the Closing Date and duly executed and completed by
the Chief Financial Officer of Borrower.

                           10.1.8...Opinion of  Counsel.  
Receipt  by  Lender  of an  opinion  of  counsel  for  Borrower  and  the  Gamma
Acquisition Subsidiary in substantially the form of Exhibit J.

                           10.1.9...Telephone   Instruction  Letter.  
Receipt by Lender of a telephone  instruction  letter,  concerning  requests for
advances under the Line of Credit, and in the form of Exhibit K attached hereto,
duly completed and executed by Borrower.

                           10.1.10     Disbursement   Letter.   
Receipt by Lender of a disbursements letter,  concerning the use of the proceeds
of the initial  Loan or Loans  hereunder,  and in the form of Exhibit L attached
hereto, duly completed and executed by Borrower.


                           10.1.11      Other.   
Receipt  by  Lender  of such  other  documents,  certificates,  instruments  and
agreements as shall be required hereunder or provided for herein or as Lender or
Lender's counsel may require in connection herewith.


                  10.2  Conditions  to Merger Loan.  Unless waived in writing by
Lender,  Lender shall not be obligated to advance the balance of the Acquisition
Term Loans to finance the  consummation  of Merger  unless the Merger shall have
been  consummated in accordance with the terms of the Acquisition  Documents and
Section  5.6 hereof  (but for the  payment of the  balance of the cash  purchase
price for the Acquisition  payable upon the  consummation of the Merger pursuant
to the  Acquisition  Documents  which is to be financed with the proceeds of the
Acquisition  Term Loans) and the Lender shall have received a  certificate  from
the  Borrower  with  respect  to the  consummation  of the Merger in the form of
Exhibit M attached hereto, duly completed and executed on behalf of the Borrower
and dated as of the date of the consummation of the Merger.


                  10.3  Conditions  to all  Loans.  
Unless  waived in writing by Lender,  Lender  shall not be obligated to make any
Loan  (whether on or after the  Closing  Date) if as of the date of such Loan or
after giving effect to the making of such Loan:


                           10.3.1      Representations and Warranties.  
Any representation or warranty by any Credit Party contained herein or in any of
the other Loan Documents shall be untrue or incorrect in any material respect as
of such  date,  except  to the  extent  that  such  representation  or  warranty
expressly relates to an earlier date; or


                           10.3.2      Material Adverse Effect.  
Any event or circumstance having a Material
Adverse Effect shall have occurred since the date of this Agreement as
 determined by the Lender; or


                           10.3.3      Default Condition or Event of Default.
Any Event of Default or Default  Condition shall have occurred and be continuing
or would result after giving effect to such Loan; or


                           10.3.4      Actions  or   Proceedings.   
Any action or proceeding  shall have been instituted or pending before any court
or other  governmental  authority  or, to the  knowledge  of the Borrower or the
Lender,  threatened which seeks to prohibit, enjoin or restrict the consummation
of the Acquisition or any part thereof or which, if adversely determined,  could
reasonably be expected to have a Material Adverse Effect; or


                           10.3.5      No  Violation  of  Law.  
The  Loan to be  made  and the use of the  proceeds  thereof  shall  contravene,
violate  or  conflict  with,  or  involve  any  Credit  Party or the Lender in a
violation of, any law, rule,  injunction,  regulation,  or order of any court of
law or other governmental authority.

                 Each request for a Loan by Borrower  hereunder shall constitute
a  representation  and  warranty by  Borrower to Lender,  as of the date of such
Loan,  that all  applicable  conditions  specified  in this Article 10 have been
satisfied.





                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the day and year first above written.


                                   WACHOVIA BANK,
                                   NATIONAL ASSOCIATION


                             By:   /s/ Ernest Muran                     
                             -------------------------------
                             Name:  Ernesto Muran                    
                             ---------------------------
                             Title: Asst. Vice President                    
                             ------------------------------

                              Address:

                              191 Peachtree Street, N.W.
                              Atlanta, Georgia 30303
                              Attn:  Specialized Finance Group







                             IMMUCOR, INC.


                             By:  /s/  Edward L. Gallup                     
                             -------------------------------
                             Name:  Edward L. Gallup                     
                             ---------------------------
                             Title:  President                  
                             ------------------------------
                             Address:

                             3130 Gateway Drive
                             Norcross, Georgia 30091-5625
                             Attn: Chief Financial Officer